A Simple Mission
by Leaf Ranger
Summary: It was supposed to be a simple mission. But now the crew of the Axalon find themselves in a fight not just for their lives, but for the future of Cybertron. Prepare for the Beast Wars! Rated T for violence and action. Will contain OC's and genderswapped Dinobot. You've been warned.
1. A Simple Mission

**So, here it is, me venturing into new territory with a brand new fanfic.**

**I'm not sure why, but I just really felt a strong urge to write this fanfic after re-watching the Beast Wars series on Netflix, and after reading a series of incredible, awesome Beast Wars fanfics written by LAXgirl. I really suggest you give her fanfics a look, because she has just done an INCREDIBLE job.**

**Now, before we begin a few things I want to cover. First off…this fanfic will be following a modified version of canon. There will be original arcs and twists and such, but I will not be completely diverging from canon.**

**Second, I'll be including four OCs. However, said OCs will not dominate the fanfic. They simply will be part of the adventures and sides they are affiliated with. So please do not worry about some OC being overpowered or taking over or something like that. Unless it's in their personality to try and take over. *Looks at the Predacons who are trying to look innocent***

**Third…this fanfic will be including a genderbent version of Dinobot, known as Sauria. Yes, that's crazy, I know. But…well…when I read it in LAXgirl, I enjoyed the concept. And I wanted to try my hand at it. I hope you all enjoy the concept, and if you don't…well please feel free to stop reading. But I'd appreciate it if flames or other such remarks about the idea being stupid did not make it into the reviews.**

**Well, I'm not sure if there's anything else I really need to cover here. So I guess it's on with the show! Hope you all enjoy!**

Disclaimer: I do not own Beast Wars: Transformers. It is the property of Hasbro and Mainframe Entertainment. The only thing I own is the enjoyment I get from writing this.

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><p><strong>Chapter 1<strong>

**A Simple Mission**

Space, considered by many to be the final frontier. It's vast, tranquil, beautiful, yet also deadly and unforgiving. It was something that could never be tamed, never be conquered.

However, in orbit of one planet in one system within the galaxy known as the Milky Way, the tranquility of space was interrupted by a massive technological structure. A space station, an outpost used by its occupants to repair and resupply ships that constantly entered and exited the system. One such ship was a sizeable vessel docked alongside one of the docking rings encircling the main structure of the space station. The ship had very aesthetic lines, staring in a narrow rounded forward section, and curving back into a larger rear section, with a pair of engine pods currently retracted close to the ship's hull along the sides of the rear of the ship. The bottom of the ship's hull was skirted by large panels, with the only real deformation of the ship's lines overall being a large sensor dish and antenna located along the rear of the top of the ship and a few mounts along the ship's hull that clearly housed weapons of some type. Decorating the side of the hull near the bridge was an emblem, a red fox or wolf head. This ship was the Axalon, an older class of exploration starships employed by a race of sentient robots known as the Maximals.

The Maximals were descendants of a race of autonomous robots known as the Autobots, massive building sized robots that populated a metallic planet known as Cybertron, which was said to be the body of their creator known as Primus, whose essence now resided as the core of Cybertron. Centuries earlier, the Autobots had been attacked by a splinter faction of robots known as the Decepticons, who were led by a brilliant but cruel robot named Megatron. Megatron and his Decepticon forces started a war that initially devastated the Autobot population, until a hero arose known as Optimus Prime. The war between Autobot and Decepticon eventually came to an end on a backwater planet known as Earth, where the native population, known as humans, helped Optimus and his fellow Autobots defeat Megatron and the Decepticons. A treaty known as the Pax Cybertronia was established, leaving the Autobots in charge while the Decepticons were heavily penalized and restricted on Cybertron

Now, three hundred years later, the Maximals existed in a still uneasy peace with the descendants of the Decepticons, known as Predacons. While the main Predacon government attempted to keep the peace with the Maximal Imperium, rogue factions stirred up trouble, seeking to overthrow the Maximals.

However, none of this was of any concern to the crew of the Axalon. Instead, they had more pressing matters to worry about.

On the bridge of the Axalon, a small bronze and silver colored robot growled from under the console he was working on, which was currently shorting out. "Man, I tell yeh dis flying hunk of junk needs to be retired already," he said in a high pitch voice. He grunted, squinting his flat red optics as the wires he was working on sparked, before he heard the satisfying beep of the console coming online. With a grunt he pulled himself out from under the console and tapped a few keys. "Whoo-hoo, got it! Trapper to Rox, yeh reading me big guy?" He called over the ships internal communications. (1)

The subject of his query was farther back in the ship, in the engine room. Rox was a large, stocky robot, who was colored metallic green on his faceplate and helm, along with his upper arms, hands, and upper legs. The rest of his form was colored metallic brown. Like Trapper, he had red optics, only his had small lighter colored pupils. His helm had gold protrusions lining his jaw, the crown of his head, and along the centerline of his scalp, making it appear as if he had a gold beard, Mohawk, and eyebrows. He grunted as he leaned forward, tapping a key to respond. "Loud and clear Trapper," he spoke in a low, gravelly voice.

"I finally got da slaggin' engineering console back online. Yeh can reroute it back up here whenever yer ready," Trapper said, before cutting communications. Rox simply sighed, tapping a few keys on the engineering console in front of him, before turning to the other presence in the engineering room, which was currently running a scanner over a series of crystals inside the main engine reactor. "NightWing, how are those new Energon Crystals holding up?"

NightWing slowly moved out from behind the reactor, revealing a female chassis colored metallic black on her helm, forearms, shoulders, lower torso, and calves and midnight blue everywhere else. She had a pair of down swept wings on her back, with the nose and cockpit of a jet making up her torso. Her midnight blue servos had three delicate fingers and a thumb. A pair of purple optics with lighter colored pupils looked up from the scanner as she answered him in a somewhat low pitched female voice. "All reading in the green Rox. Engines are at one hundred percent and we're ready to fly. Whenever Optimus finally gives us the order," she muttered, tossing the scanner onto a nearby tool bench.

Rox sighed, turning back to his console. "Trust me Wing, this is important," he said, only to blink as he felt her arms wrap around him from behind.

"Awww, c'mon big green, you can tell me," she said in a flirtatious voice, grinning. NightWing and Rox had been friends for decades, ever since they had both been assigned to the engineering team of a Maximal cargo ship. Said cargo ship had been caught in an ion storm and had its propulsion knocked out, leaving the crew stranded for days until the duo had finally been able to get their engines back online. Since then, they had practically been inseparable, with NightWing constantly teasing and flirting with Rox.

Rox sighed, slowly lifting her arms and servos off him. "Sorry Wing, I can't tell you. Trust me on this," he said quietly, causing her to blink.

"That serious huh?" She asked, before shrugging. "Oh well, I'll find out soon enough. I always do," she said with a grin as she went to work, while Rox shook his helm.

Meanwhile, back on the bridge, Trapper sighed as he turned to the only other presence on the bridge. "Man, I tell ya, I could be sitten at O'Malley's tossing back a radium blitzer right now. But instead, I'm stuck here like a good little school bot," he muttered.

The other mech just grinned at him. "Awww, come on Trapper. Big Bot said we'd be heading out soon," he said in a young sound male voice, denoting that despite being taller than Trapper, he was significantly younger. Said mech was a few inches taller than Trapper, with almost the entirety of his frame being yellow in color. Only his faceplate was an alternate color, being metallic blue, with flat golden optics. His helm was also gold, with cheek guards and a pair of prongs sticking up on his forehead, with a smaller piece jutting up between them. Much like the other bots on the ship, his servos consisted of three fingers and a thumb.

Trapper rolled his optics at the young mech. "Listen kid, even when we do leave dis flying bazaar, we ain't going anywhere special. Just da aft end of da galaxy to study anomalies and stuff. So don't get yer circuits charged up."

The mech was about to respond when they heard the whirr of machinery behind them. Both mechs turned to see one of the bridge's elevators rising up with two more mechs on board.

The first had a frame that was of medium build, with it being gray in the shoulders, forearms and servos, chest, and lower legs, and white in upper arms and upper legs, with some red trim on the white areas. His face plate was white around the mouth but grey around his red pupil optics. His helm had two narrow side fins that swept up and forward in a curve, with a central protrusion rising up on the forward part of his helm. Overall, the bot bore a striking resemblance to the famous Autobot leader Optimus Prime. Even his name, Optimus Primal, was similar to that of the great Autobot hero.

Behind him was a mech slightly taller than him in height, but a little slimmer in build. The mech was colored metallic black on his forearms, shoulders, calves and pedes, lower torso, and the helm that covered his head, shaped similar to a helmet worn by an ancient Earth warrior known as a samurai. The remainder of his frame was grey in color, including his face plate, with flat red optics slowly glancing around the semi-circle shaped bridge. His servos each had three fingers and a thumb, which seemed to be the standard design for most Cybertronians.

Optimus nodded to the two mechs on the bridge. "Trapper, Speedtor," he said, as the yellow mech perked up when he said Speedtor, indicating that was his name. "I'd like you to meet Lok. He's been assigned to us as the ship's weapon and security officer," he said, indicating the mech behind him, who nodded at them.

Trapper's eyes narrowed in suspicion. "What da slaggin heck we need him for? Something goin' on Optimus?" He asked in suspicion.

Lok raised his servos in a placating gesture. "Hey, no need to firewall me," he said in an easy going voice. "I'm just here to make sure everything runs smoothly. There's been some Pred activity flaring up recently is all," he said.

Trapper still stared at him suspiciously, until Optimus cleared his vocal unit. "Is everything ready to go here?" He asked.

Speedtor quickly answered. "Sure thing Optimus! Just need to check in with Rox down in Engineering," he said, turning to his console. "Rox, everything ready?" He asked.

Rox's gravelly voice soon answered over the comm. "Everything check outs. The ship is ready to depart as soon as Optimus is."

"Good to hear it old friend," Optimus said, moving to the large circular table in the center of the bridge. "Lok, your station is right there," he said, pointing to one of the consoles lining the forward part of the bridge.

Lok nodded and quickly moved to the console, sitting in the backless chair that automatically adjusted to let him comfortably reach the controls. As he began activating his console, Optimus opened the comm unit at the command table. "All hands, this is the captain speaking. I think it's about time to explain why exactly we were delayed for so long in our departure. We received orders from Maximal Command to head into the Alpha Quadrant and deposit some special cargo there." (2)

Trapper, sitting at the pilot console, spun his chair around. "Da Alpha Quadrant? Why da scrap we heading there?"

"It's remote, and the best place to deliver the cargo we've been entrusted with," he said. "Now prep the ship for departure. Speedtor, contact flight control and request departure clearance and flight vectors."

Speedtor nodded and turned back to his communication console, while Optimus turned to Lok. "Status of tactical?" He asked.

Lok turned to him. "All weapon systems online, shields operating at optimal efficiency," he said.

"We've been cleared to depart along vector 030 by 127," Speedtor said from his position.

Optimus grinned. "Alright then Trapper…take us out," he said.

The two engine pods slowly extended outward from the Axalon's hull, as the two engines lit up. As the last of the docking clamps disengaged the ship began to slowly push forward away from the space station, altering its course to follow its flight plan out. Within seconds the ship was accelerating, now free from potential traffic, and heading off into the depths of space.

Onboard, Optimus smiled at the successful launch. "Alright then. Once we're fifty thousand klicks out, ready for Transwarp jump to-."

"Optimus, getting an urgent communication from Maximal Defense Command," Speedtor said, turning from his console.

"Patch it through," Optimus said, as the bridge crew all perked up. A few seconds later, a voice came through over the speakers.

"Axalon, this is Maximal Defense Command. We have a Priority One Situation. Confirm," came the voice over the communication.

Optimus immediately moved to Speedtor's console. "This is Optimus Primal, commander of the Axalon. Confirm Priority One," he said.

"A rogue Predacon group has stolen a high security relic and is currently evading capture. Escape is imminent. Your ship is currently the only one close enough that is capable of locking onto their signature and following it. Transmitting the warp signature of Predacon ship Darksyde, as well as all information on the relic stolen and the Predacons involved," the voice said, before a data stream began to flow across the screen.

"Trapper, scanners on full and locate that Predacon ship. Lok, I want all weapons and defensive systems online and at full power," Optimus said, while moving to the command table and activating the comm. "Rox, we're going to need full power to the engines. I want every bit of speed you can give us."

Shutting down the comm, Optimus began going through the data that had been transmitted to them. There had been three robots that had entered the archives, and had stolen the relic from it, disabling one security mech in the process. A second security mech had reportedly been in pursuit, seeking transport to follow the Darksyde.

However, when Optimus reached the data on the stolen relic, his eyes widened. "Oh Primus no," he said softly, causing the three mechs on the bridge to turn. Lok's optics widened when he saw the relic, while Trapper and Speedtor looked confused.

"Yo Optimus, what's da deal?" Trapper asked. "It's just a hunk of gold."

"It's far worse than that Trapper. Have you located them yet?" Optimus said, moving up next to him as Trapper turned back to his screen.

"Ehh I got a faint echo. They're moving pretty fast Optimus, but I think we can get em," Trapper said.

Optimus nodded, turning to Lok. "Ready the weapons," he ordered.

Lok turned to his screen. "Uhhh yeah, about that…sir, this ship is not exactly combat grade material. How are we supposed to stop a Predacon ship?"

"We don't necessarily need to stop them, just slow them down long enough for reinforcements from Cybertron to arrive," he said, as the Axalon surged ahead, its engines straining from the amount of power coursing through them.

In the engine room, NightWing nervously glanced at a display screen. "Rox, we've got a temperature spike in the number three heat exchange. It's not serious, but if that goes, we could lose the port engine."

Rox just grunted. "Keep an eye on it. We'll shut down the engines if things get too much worse," he said. NightWing nodded, watching her displays carefully.

Up ahead, on board the Darksyde, a massive armored mech stood on a central platform in the middle of the wiped open space that made up the command area of the Predacon ship. Dark silhouettes stood in front of large screens and keyboard consoles, monitoring the ship's systems and the space around them.

One of the figures spoke in a voice that sounded like the buzzing of a flying insect. "Lord Megatron, Maximal ship approaching," they said, as on their screen there was a radar image with a blip approaching them.

The massive armored figure let out a growl, turning to another of the figures on the bridge and speaking in a deep voice. "More power to the engines! Quickly!"

On the bridge of the Axalon, the four mechs were tense as they drew closer to the Predacon ship. They had gotten close enough to get a visual of the ship, and Trapper had opened a second window on his display so they could see it.

The Darksyde was a dull metallic greenish-grey in color, and was shaped like a reverse trident, with two crooked swept back wings and the main hull/tail section making the central point. They could see the engines flare, as the ship tried accelerating away from the Axalon.

Optimus turned to Speedtor, nodding. "Hail them," he said. With a nod, the young mech sent a hail to the ship. After a few moments, he shook his head. "No response Big Bot," he said.

"Try it again," Optimus said. Speedtor did so, with the same result. With a soft growl, Optimus turned to Lok. "Are we within weapons range?"

"Just barely. Want me to target their engines?" The black colored mech asked.

Optimus shook his head. "Put a warning shot over them. See if we can't get their attention."

With a nod, Lok input the commands into his console. On the forward part of the ship, one of the weapon pods containing a pair of cannons rotated into position, the cannons elevating a bit. One of them fired, launching a concentrated ball of energy towards the fleeing Predacon ship. The round narrowly shot over the top of the Predacon ship, a clear warning shot.

On board the Darksyde, a gravelly female voice spoke from a fairly tall robot standing at another of the consoles. "They have fired upon us and are gaining. We should turn and destroy them."

"An excellent suggestion. Come about and prepare to destroy that ship," the massive figure known as Megatron.

On the Axalon, the crew watched as the Predacon ship finally slowly, before it started to bank towards them. Lok's eyes widened as his console flashed red. "They're locking weapons on us!" he shouted.

"Everyone brace!" Optimus shouted, as several batteries along the front of the Darksyde opened fire. The Axalon was slammed by several rounds, its shields flaring as they tried to absorb the damage. Onboard the ship, the crew was knocked around a bit as the internal stabilizers struggled to compensate for the explosions.

Optimus grunted, moving to Lok's station. "Open fire on all batteries! Try to target their weapon systems," he said, only to be thrown back as a second barrage from the Darksyde slammed into the Axalon.

The Predacon ship smoothly sailed over the Axalon, starting to bank for a second pass at them while it's rear guns peppered the shielding on the rear of the Maximal ship. Almost immediately, the Axalon's own batteries opened up, and now the shields of the Darksyde began to flare.

Trapper let out a yell as the Axalon was rocked again. "Oh man, what da scrap are we doing?!" He yelled, trying to maneuver the Axalon to give Lok a better shot.

Speedtor winced, gripping his console to steady himself as his console flashed. "Secondary sensor grid is overloading Optimus!"

The Darksyde now had maneuvered underneath them, firing at their ventral shielding. The Axalon rolled, bringing its guns to bear and fired a barrage into the Darksyde's dorsal shielding, as the two ships passed. Lok grunted, trying to stay in his seat. "Ventral shielding is down to thirty percent! We can't take another barrage like that!"

Optimus moved to Lok's console, pointing to a few points on a diagram of the Darksyde. "I recognize that class of warship. Their shielding along the ventral plating is weaker, right where the main power conduits to their propulsion systems are. Trapper, get us underneath her. Lok, target here and here, it should take out their engines," he said.

The Axalon and Darksyde both were now charging at each other, their forward batteries laying into each other. As they neared, the Axalon dove down, rolling on its starboard side as the port side batteries all opened fire along the underside of the Darksyde. The shields flared, fluttering briefly, and along the underside of the ventral hull there were a few small explosions as power conduits overloaded. The engines of the Darksyde fluttered and died, as the ship began to simply drift.

On the Darksyde, the Predacons had been flung from their posts when the power conduits exploded, and the engines cut out. A short, stocky robot quickly got back to his console, before speaking. "Lord Megatron, they've knocked our engines out! We're dead in space!"

Megatron growled, pointing to the robot who spoke. "Get those engines back on line. And you two, go help him," he said, pointing to two other Predacons, who nodded and quickly followed the third to go repair the engines.

On the Axalon, Speedtor cheered at the sight of the Darksyde adrift, as Optimus smiled grimly, only for Trapper's voice to wipe the smile away. "Another ship coming in! It's another Pred ship!"

The Axalon was rocked from weapons fire as a smaller, second ship, this one with delta shaped wings bristling with weapons and an engine mounted in its tail slightly above the hull, shot over them.

In the engineering room, sparks shot out of overworked power conduits as steam erupted from a pipe. Rox grunted, stumbling a bit as his consoles were all flashing red and alarms were going off. "We just lost power to the weapon systems! NightWing, get them back online!"

"I'm on it!" The femme said, grabbing a tool kit and rushing to a nearby access panel, yanking it off to work on the damaged circuitry and wiring within.

On the bridge, Lok cursed. "Weapons are completely offline! We're a sitting cyber duck," he said.

Optimus turned to Trapper. "Head straight for that second ship, make them think we'll ram them. It might buy us some time," he said.

The Axlon lunged forward towards the new, smaller ship, which had banked around sharply for another pass at them. The smaller ship easily slipped under the Axalon, launching a barrage of laser fire all along the underside of the ship. The ventral shields, already badly damaged from the Darksyde's earlier barrage, couldn't handle the strain and buckled, causing some of the shots to connect with the vulnerable hull underneath. An explosion rocked the ship, as its engines sputtered and died.

In the engine room, Rox was thrown off his pedes by the explosion, while the access panel NightWing was working on blew up in her face, causing her to scream in pain as she was thrown back. At the same time, a support beam on the ceiling was broken by an explosion from a power conduit above it, and the severed beam shot down towards the floored femme.

Rox shot up, staring in horror as NightWing weakly struggled, her servos grasping the broken beam lodged in her body, almost completely severing her torso in half. Rox rushed to her, grasping the beam only for her to shriek in pain. He quickly let go, kneeling next to her as she weakly looked at him. "R-Rox…I-I can't feel my legs," she whimpered out, only to cough up a bluish liquid; Energon, the life blood of Maximal and Predacon alike.

Rox gently took her hand. "Don't worry. I'll take care of this," he said.

The dying femme shook her head. "No…this is it for me, isn't it?"

Rox closed his eyes, before they snapped open. He moved to one of the still functioning consoles. "Not yet. I can remotely download your spark into one of those blank protoforms in the stasis hold," he said.

Exploration ships like the Axalon served two functions. Besides their primary mission of deep space exploration, they also could carry entire crews of un-activated protoforms that could then be launched at a planet in stasis pods. The stasis pods, upon landing on the planet, would scan the nearby area for a suitable alternative form for the protoform inside to take, a second form that could be used to disguise the protoform, as well as allow them to make internal repairs when damaged and shield them from harmful energies and radiations that might exist on the planet. All it required as a simple transformation from the protoforms normal robotic form into their alternate form.

However, some of these protoforms were known as blanks, protoforms which were not given a spark, the heart and soul of any Cybertronian. They were instead empty shells, unconsciously waiting for their own sparks.

NightWing weakly looked at him. "Has that…been done before?"

"A few times. There's a risk of damage to your memory core due to the transfer, but considering the alternative," he said, only to be interrupted by Optimus.

"Rox, we need those weapons back online now!" Optimus shouted, as on the bridge was chaos. Several of the consoles had gone offline, and the main lighting was offline, leaving the bridge shrouded in shadows, the only illumination being the few remaining consoles and alarms.

"It's going to take me a few cycles to get them back online!" Rox shouted, as he finished inputting the codes, glancing at NightWing. "Don't worry. I'll bring you back online as soon as I can," he promised.

She just weakly grinned at him. "I know…you will," she said, before her optics dimmed and shut off completely, her helm slumping back on the deck. Her entire body shut down, as her spark was downloaded from her failing frame and into one of the various blank protoforms within the stasis hold. (3)

Rox glanced at his console, and let out a sigh of relief when it was confirmed her spark had been downloaded successfully. Not having time to celebrate, he immediately rushed to repair the power conduits to the weapon systems.

On the bridge, Optimus could only watch as the small Predacon ship swung around to make a third pass. The Darksyde was drifting; its crew was probably busy making repairs to their engines. It wouldn't matter though, as their ally would finish them off here in a matter of moments.

However, at the last moment, laser fire slammed into the smaller ship, which darted away as a second small ship shot over the Axalon. At the same time, Speedtor's console beeped. "Optimus, that ship is hailing us!" Sonic said.

Optimus activated the comm at the command table, as a female voice echoed through the speakers. "This is the Chromia 10 to Axalon. Looks like you boys could use a hand."

"That's putting it mildly," Optimus said. "We've sustained severe damage to our engines and weapons. We need time to get them back online."

"Take your time. We'll handle the Preds. Chromia 10 out," the femme said, before the line went dark, as the Chromia 10, a small two man ship with long triangular wings and a short stubby tail surged after the smaller Predacon ship.

Optimus immediately opened a channel to the engineering room. "Rox, we need weapons and engines back online as soon as possible. Best estimate," he ordered.

"I need at least five cycles to find the break in the weapon power transfer system. Another ten for the engines," Rox responded over the system. "NightWing is out of commission, and I'm working alone down here."

Optimus nodded at that. "Do your best Rox. We're counting on you," he said, before turning back to the screen to watch the battle raging outside.

The Chromia 10 and the smaller Predacon ship were busy dancing around each other, each trying to maneuver into a position to fire. Unlike the Axalon and Darksyde, the smaller ships weapons were fixed in their positions, requiring the craft to be pointing at each other. The Chromia banked hard to the left, following the Predacon ship in a tight spiral, only for the Pred ship to roll suddenly to the right and pull up, moving into the Chromia's blind spot as the Maximal ship rolled to the right as well. The Predacon ship looped over, diving and firing on the Chormia which sustained several hits before banking and pulling up as the Pred ship diving past. The Chormia rolled to the left, trying to follow it into the dive, and managed to get several shots off on the Pred ship, causing a stream of superheated plasma to trail from a rupture in its right wing.

Onboard the Axalon, Rox growled softly in annoyance, reaching inside the access panel NightWing had been working on, and prying a fried circuit board out. Tossing it aside, he grabbed a new one, slotting it into place before grabbing a soldering tool to secure it in place. With a grunt of satisfaction, he finished, and the power transfer system began to hum with power again. Rox gave out a sigh of relief, before getting up. "One down, one to go," he said, carefully stepping past NightWing's body to start work on the engines.

The Chromia 10 was forced to roll to the right to dodge a burst of laser fire from their Predacon adversary, with a couple bolts grazing their ventral shielding. As they came out of the roll, the pilot of the Chromia 10 braked while pulling up, flaring the ship. An unexpected move that caught the Predacon ship off guard, as it had been banking to get on the tail of the Chromia 10. As the Pred ship shot past, the Chromia 10 went nose down; its laser cannons now peppering the shields and stern of the Predacon ship.

The Predacon ship tried to outmaneuver the Chromia, escaping its laser blasts for a few moments, only for the Chromia to be on it again in seconds. The shields of the Predacon ship were faltering, as the Chromia 10 moved in for the kill. And that's when the Predacon ship braked, pulling up slightly so the Chromia 10 shot underneath them. Almost at the same moment, a pair of missiles fired from the underside of the Predacon ship's wings.

The Chromia 10 was banking when the missiles smashed into it. The first overloaded the shields, as the second ripping into the hull of the ship, ripping the stern completely off. The Chromia 10 began spinning in space, plasma flames licking the rear of the ship.

Onboard the Axalon, the crew stared in horrified silence at the wreck that had been the Chromia 10. Optimus immediately moved into action. "Trapper, scan the Chromia for any signs of life! Lok, do we have weapons?!"

"We've got forward batteries, but that's about it. It'll take a few cycles for the other weapons to come online," Lok said, as Trapper was frantically working his console.

"Then take that Pred ship out!" Optimus said, as Lok nodded and turned back to his console.

The small Predacon ship was moving in on the Chromia, preparing to unleash another blast of laser fire, when the Axalon's forward batteries fired. The small Predacon ship didn't stand a chance, as energy blast after energy blast ripped through the shielding and hull, disintegrating the ship in a fiery explosion of Energon and metal fragments.

Optimus let out a sigh, before turning his attention to Rox entering the bridge form one of the two hallways leading up. "Rox, damage report?" He asked.

"Weapons should be fully online in the next couple of cycles. Engines are back to full, but engineering is a mess," he said quietly. "NightWing took a bad hit…I had to transfer her spark to a blank Protoform," he said quietly.

Optimus just nodded sadly, placing a servo on Rox's shoulder. "She'll be fine Rox. We'll get her online as soon as we can."

Rox just nodded, and was moving to the engineering console when Trapper spoke up. "Optimus, I got two signals on da Chormia, but they're really faint. And da Chromia's reactor's going critical. We're gunna lose dem," he said.

Optimus looked to Rox. "Looks like you're going to be doing it again Rox. Download their sparks to blanks in the stasis hold. They saved our lives, and we'll do the same for them," he said.

Rox nodded and set to work from his console as Trapper carefully maneuvered the Axalon. An antenna slowly extended from the Axalon, as Rox set about preparing the remote transference.

On the Darksyde, the three mechs sent to repair the engines returned. One of them spoke in a relatively high pitched voice, his tone showing he was a suck up. "Lord Megatron, we've got the engines back online. We're ready to move out, on your command."

Megatron smirked, as he pressed a few buttons on his armor, and it suddenly hissed, before cracking open, as a slightly smaller but no less imposing figure stepped out of the armor. "Excccellent. Open a channel to the Maximal ship. I think it's about time they met their future conqueror. Yyyyeeessss," he said with a self-satisfied grin.

Onboard the Axalon, Rox sighed as he finished the remote download. "They've both been safely transferred to new bodies. However I'm worried what kind of damage they might have suffered beforehand. I'd like to-."

"Optimus, the Predacon ship is hailing us! They want to communicate visually with you," Speedtor suddenly said from his station, turning to Optimus. The Axalon's captain glanced at his young communication officer, before nodding.

On Trapper's screen, the image of the Darksyde was replaced by that of the faceplate and helm of a mech. His helm was a purplish black in color, and was shaped much like a bucket, with a diamond in the center of the forehead that held the Predacon emblem, a yellow insect head. The mech's face plate was metallic purple in color, with black lining around his optics, and a black block like nose. His optics were a darker shade of purple then his face plate, with lighter colored pupils.

The mech smirked as his optics took in the battered bridge of the Axalon, and its crew. "Maximals, I am Megatron, leader of the true Predacons," he stated arrogantly. "I've contacted you so that you may know the face of your soon to be master."

Trapper crossed his arms. "tch. Someone's got a high opinion of demselves," he said, while Optimus stepped forward.

"Megatron, I am Optimus Primal, commander of this ship. By order of the Maximal Defense Command, you are to stand down immediately and prepare to be boarded," Optimus said.

Megatron merely scoffed. "It is you who should stand down, Optimus Primal. Yes. For while you may have damaged our engines, my weapons are still fully online, while our scans show yours are barely functioning. You have no chance against us. No. Run back to your precious Maximal Elders and let them know that soon, all will bow before the Predacons."

With that, Megatron cut communications, and on the screen, they could see the Darksyde's engines activate, as the ship began pulling away. As it did so, space in front of the Darksyde began to fluctuate.

"Awww scrap, they're about to go to Transwarp!" Trapper said.

Optimus dimmed his optics for a moment, as if in thought, before they flared online again. "Trapper, lock onto them and match their Transwarp vector and follow them in," he said.

Trapper looked at him like he was crazy before groaning. "Alright, fine, scrap it all," he muttered, as he did so. "And dis was supposed ta be a simple mission. Feh."

The Axalon surged ahead, as the Darksyde approached the fluctuations. Said fluctuations suddenly opened into a portal like rupture, through which the Darksyde entered, disappearing form view.

On the Axalon, Optimus had returned to the command table, and now gripped it. "All hands, brace for Transwarp jump," he said.

The Axalon shot into the rupture, following the Darksyde into the unknown, as the Transwarp portal closed behind them.

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><p><strong>And here we are, my first Beast Wars chapter. I have to say I'm really nervous about this, though I think it's mostly me stepping into a new category and fandom for my writing.<strong>

**I hope you all really liked this, and that you'll keep reading. And if you don't, I understand, but I ask that you don't leave behind hateful or snide comments. Though if you do, thank you for buffing my review count.**

**Major thanks go out to Kyuubi123 for betaing this for me and to LAXgirl for listening to some of my ideas and giving me her honest input on them.**

**Until next time readers!**

**1. I've never found what Rattrap's name was before they arrived on Earth, so he and some of the others will be briefly referenced by these names until they take their new designations. Which will probably be next chapter. **

**2. No I'm not referencing Star Trek. This is apparently the orders the Axalon received before she launched: Head into the Alpha Quadrant to drop something off. **

**3. Okay then. We actually saw something like this happen in the show, at the beginning of Season 2. However, after doing research, I found that both Airazor and Tigertron's sparks also were remotely downloaded into blank protoforms. You'll see it coming up here, but if you look up Airazor and Tigertron on the Transformers wiki site, you'll see that they also had this done to them due to their original bodies being too badly damaged. So I'm not just pulling this out of nowhere. ^.^**


	2. A Strange New World

**I'm kind of sad at the reception my fanfic has gotten so far. So few people reviewed on my first chapter. I was hoping to get more feedback.**

**Oh well, this is a new fanfic in a new category, so it's understandable. Hopefully with time, I'll get more reviews.**

**In the meantime, please enjoy chapter two of A Simple Mission!**

Disclaimer: I do not own Beast Wars: Transformers. It is the property of Hasbro and Mainframe Entertainment.

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><p><strong>Chapter 2<strong>

**A Strange New World**

The Darksyde emerged into normal space, the Transwarp portal rippling behind it. Mere moments later though, the ship was rocked by weapons fire, as the Axalon emerged after it, weapon batteries firing.

On board the Darksyde, Megatron growled to the tall figure standing at the weapons console. "Raise shields and return fire!" He shouted.

The Darksyde's rear guns opened fire on the pursuing Maximal ship, making it shudder under impacts from the laser fire as it followed the Predacon ship. The two ships continued their space battle as they neared a planet covered with blue water and brown and green landmasses with white clouds in its atmosphere and two moons orbiting it.

On board the bridge of the Axalon, the ship shuddered violently as an explosion ripped through the starboard side of the ship, penetrating the shields and opening the outer hull plating of the ship. Rox struggled to remain at his console, bringing up a damage report. "Hull breach in section 7! We're losing power to the guidance systems!" He called out.

Next to him, Trapper grunted as he tried to keep the ship stable. "Oh man, dis is crazy! We're an exploration vessel, not a warship!"

Optimus pressed some buttons on his console. "No choice! Just keep after the Predacons!"

"Shields at eighteen percent and falling!" Lok shouted from his console. "Our starboard batteries are losing power as well!"

"Start charging the plasma cannons!" Optimus shouted, as Lok nodded and pulled back on a lever next to him.

On board the Darksyde, the tall Predacon manning the weapon console turned, speaking in a gravely female voice. "Their shields have failed, we should destroy them now!" She shouted.

Megatron chuckled softly, studying his own readout. "Now where's the fun in that? A little torment is appropriate I believe. Yesss. Ready the side guns, and slow forward speed to two-thirds!"

The Darksyde's engines throttled back as the two ships entered orbit around the blue planet and the Axalon slipped to the Darksyde's starboard, allowing her to fire with her port side batteries. However, all along the back of the Darksyde's central hull, cannon mounts raised up, their hidden weapons turning to target the rather large profile of the Axalon. Laser blasts erupted from each cannon, and explosions rippled all along the port side of the Axalon's unprotected hull, shooting out flames and metal debris. Almost immediately the Maximal ship's engines died out, and the ship began to spiral towards the planet.

On board the Axalon, Speedtor struggled back into his seat, his golden optics wide in horror. "Rupture in the stasis hold! All stasis systems are going offline!"

"We've lost main engines! We're going down!" Rox added, as Optimus slammed one serve on the command table, before pointing to Rox.

"Launch all stasis pods! Get them into a safe orbit!" He shouted.

Lox spun in his seat. "Captain, you know we can't do that! If our cargo-!"

"I'm not going to lose my crew! Launch those pods!" Optimus shouted, as Rox complied.

From the rear of the Axalon, a series of small oblong pods began to eject from the ship, each one using maneuvering thrusters to push the pod into a stable orbit of the planet while the Axalon continued to spin out of control.

On board the Darksyde, Megatron smirked. "Perfect. Prepare to move in and finish the Maximals off. We'll pick up those pods afterwards and have ourselves quite the little army."

The Darksyde quickly dove towards the Axalon, an eager predator seeking to finish off its prey. However, their prey still had teeth.

On the Axalon, Trapper grunted as he worked with the nearly unresponsive controls, using the maneuver thrusters in their dying moments. "You better make dis shot count, cuz we ain't getten' another!"

Lok turned to Optimus. "Plasma cannons at full power!" He yelled, as the Axalon's bow was swinging around towards the Darksyde.

Optimus hesitated for one moment, watching the Darksyde on the view screen, before roaring out "Fire all plasma cannons!"

From the mid section of the dorsal part of the Axalon, a pair of large cannons began spewing forth condensed balls of plasma towards the Darksyde. The spinning motion of the Axalon actually worked in the Maximal's favor, as plasma balls raked all along the dorsal section of the Darksyde, causing explosions to rip through the ship. The wing mounted engines sputtered and dived, as the ships forward momentum caused it to almost flip forward.

On board the Darksyde, Megatron watched in horror as his ship lost control. "No! NO!" He roared out.

Suddenly the starboard wing, weakened from several plasma blasts that had ripped into it, broke off of the Darksyde as both ships entered the planet's atmosphere, friction causing their hulls to start to glow red hot as they entered at high speed.

On board the Axalon, the crew was gripping their consoles as Optimus rushed to a seat and strapped himself in. Trapper meanwhile was wailing in fear the entire time. "WE'RE ALL GUNNA DIE!" He shouted, as they pierced through the clouds in the planet's atmosphere, and saw they were heading towards what looked like a range of mountains.

Optimus gripped his chair tightly. "All hands, brace for impact!" He shouted.

On the planet's surface, a wolf slowly looked up, tilting its head in curiosity at the sight of two bright objects hurtling down from out of the sky. The wolf continued to watch them, as they grew further apart during their descent, and eventually they both struck down, causing the ground to shake as smoke rose up from the crash sites. The wolf whimpered and dropped to the ground, its ears lowered, before slowly raising its head, seeing that one of the objects had crashed not that far off. With a growl, it rushed towards the smoke.

Onboard the Axalon, Optimus groaned softly, unbuckling himself from his chair and pulling himself up. "Damage report," he groaned out, glancing around at his crew members.

Rox groaned softly, pushing himself off his console and tapping a few keys, as it sparked and the screen flickered. "Just about everything's offline Optimus," he said. "The only things we've got working still are the scanners and CR chambers from the looks of it."

Optimus sighed, moving next to Rox and pressing a couple buttons. Slowly the screen retracted, revealing the world outside. The Axalon was perched on the edge of a canyon, with the forward section hovering above a section of rock jutting out from the other side of the cliff. Off in the distance they could see grassland and large mountain ranges with blue sky overhead. "Where are we?" Optimus muttered softly, his optics scanning the scenery.

The Darksyde was not faring much better than the Axalon. The ship had crashed amidst an ashy, barren area, with the ship having almost crashed into a lava pool. It had barely missed the lava, crashing into a large pile of rocks, with a sharp tall rock formation having pierced through the port wing, cutting a tear into the wing and now jutting through it. The long slender central hull of the ship had been lifted up, as the ship had already lowered its boarding ramp, to allow its crew easy access off the ship, when they so chose to do so.

On the bridge of the Darksyde, Megatron growled, sitting in his command chair which dangled above the deck as his command computer orb swiveled in front of him. "Navigation, confirm we're on the correct planet," he snarled.

A cool female voice responded. "_Unknown. Coordinates are correct, but planetary readings are inconsistent with intended destination. Further analysis required._"

"Never mind that now. Tell me there is Energon here," Megatron commanded in an almost hopeful voice.

There was a pause, before the computer spoke as an image of the planet appeared within the orb, a glowing green dot indicating the location of the ship. "_Confirmed. Energon readings however are beyond safety limits. Danger to robotic form is high. Long term exposure will result in permanent damage_." A diagram of Megatron's chassis appeared on the orb, its systems turning red and failing to demonstrate what would happen from continued Energon exposure.

"Blast!" Megatron shouted, slamming one hand down on one of his arm rests, before settling back. "…then we'll simply need to take alternate forms, based on the most powerful local creatures or technology," he said, turning his head. "Activate replication scanners!"

One of his minions cackled a bit as he typed on his console, an image of the replication scanner appearing on the screen. "Scanner's activated," he said, laughing again.

A probe like device launched out of the ship, hovering in the air as a pair of arms extended out, and purple walls of light extended out, beginning to scan the area. The scanning beams swept through the area, even scanning through the rock, where they detected and analyzed the fossilized remains of a Velociraptor, Tyrannosaurus Rex, and a Pterodactyl. The scanners also swept over a small wasp and tarantula that were in the process of darting and taunting each other, waiting to make the other their next meal, while a scorpion watched from a nearby hole. All this was fed back into the computer of the Darksyde, which began work on replicating the forms of these creatures it scanned. Megatron smirked as he stood on a platform, which slowly began to lower him into a vat of glowing liquid.

At the Maximal base, a similar process was occurring. A replication scanner, launched from the Axalon, hovered in the air and emitted four waves of yellow light, which began to scan the local wildlife. The beams passed over a rhino peacefully grazing near a tree that a male silverback gorilla was perched in, as well as a rat that was feasting on one of the tree's fruit. The beams also passed over a pair of lounging cheetahs that were enjoying the midday sun; one of them lazily raised their head, growling a bit as the scanner wave passed over them before laying their head back down.

Nearby, the wolf from earlier blinked at the strange object, before crouching and growling as the wave passed over it, only to blink as nothing happened. The wolf slowly stood, sniffing the air. Smelling strange and unusual scents, it turned and ran off, not wanting to possibly stumble into an enemy's territory.

The beams retracted back into the scanner which dropped back into the Axalon. "_Scanning and replication of local life forms complete. New designations required to match alternate forms and to activate transformation sequence._"

From one of the CR chambers, a lithe yellow and white furred cheetah with lack spots sprang out, before looking himself over. He let out a pleased sounding growl, and spoke in Speedtor's voice. "Rrroowl, hey I'm a cheetah! No wait…I'm Cheetor!" He said with a grin, examining himself in the reflection of another CR chamber.

Inside that chamber, Optimus was studying his own new form. "Hmmm, interesting," he said, brown eyes examining his hands.

"Interesting? C'mon Optimus, the word is spot on smooth," he said with a purr, wiggling his eyebrows as he kept studying his reflection with green eyes. "Heh heh, it's almost a crime to look this good," he said.

At that a large grey furred rat with black eyes and pink skinned feet and tail looked out from behind Optimus's CR chamber. "Tch, c'mon kid, dat's so tacky," he said in Trapper's voice. "Now dis, dis is what class is all about. Just call me Rattrap."

The newly named Cheetor growled angrily, crouching down on his front paws. "Oh yeah? How about I make some pieces out of meeces," he said, only to stop as a large presence slowly stomped up behind him. He looked over his shoulder to see a large brown skinned rhino standing over him.

"Settle down Cheetor. Living large is for big forms like me…Rhinox," said the rhino in Rox's voice.

"Yeah, just be lucky I didn't have to get rough on ya," rattrap said, standing on his hind legs and shadow boxing at Cheetor, until he felt something tapping his shoulder. He turned just in time to see a mouth of snarling, drooling teeth that made him yell in surprise and fear and jump onto Rhinox's back. As he did, he saw a black furred wolf chuckling while sitting there, tail wagging.

"Ooohh, that was good," the wolf said in Lok's voice, before looking himself over with brown eyes. "I have to say, I like this form. I think I'll call myself…Lycanok," he said with a grin, circling around to examine himself.

At that moment, Optimus's CR chamber opened, and out stepped a large silverback gorilla, which landed on his knuckles and started to walk forward. "Calm your circuits Maximals. These alternate forms are not toys. They're to protect us from long term exposure to the Energon on this planet," the gorilla said in Optimus's voice as he advanced towards one of the bridge viewports. "Our systems can't handle this much raw Energon radiation, and will short circuit after only a few minutes exposure. We'll need to be careful on this planet," he said softly. "I just wish I knew where we are."

"Or when we are," Rhinox added, moving up next to him. "Transwarp technology can move us through both space and time. For all we know, we could be one hundred million years in the past, or three weeks into the future."

"Yes…so we can't count on reinforcements from Cybertron until we can figure out where and when we are and how to contact them. And with our crew currently stuck in orbit, it means Megatron and his Predacon's have us outnumbered," he said.

The crew was silent for a moment, before Rattrap let out a sigh. "Well don't dat just take the cheesecake," he muttered.

"So what are your orders Optimus?" Lycanok asked, as Optimus looked around the ship.

"Let's get to work on repairing the ship's systems. The sooner we're online and can defend the Axalon, the better I'll feel," he said.

The four Maximals nodded and they all spread out to begin assessing the damage and repairing the ship. Optimus glanced out the window again for a few moments. "And let's hope Megatron and his crew aren't in any better shape than we are," he murmured.

_The Darksyde_

The outside of the Predacon ship was a flurry of activity, as a red pterodactyl and a massive green wasp with a yellow and black striped abdomen were busy lifting some rocks off of the bow of the Darksyde, with a giant purple and black tarantula helping them by shooting glowing blue webbing onto the rocks so they could use the webbing to lift the rocks away. A grayish colored scorpion the size of bear scuttled by the entrance way to the ship, while a Velociraptor stood at the foot of the doorway. The Velociraptor was colored dark brown along its back, tail, and head and with dark brown stripes running down its legs, while it's underside and inner parts of its legs were colored lighter brown. (1)

The raptor was glaring at a large golden disc covered in Cybertronian writing, which it held in one of its three clawed hands. Eventually the raptor snarled in frustration. "It's all wrong. Nothing matches the description on the disc!" The raptor shouted in a female voice, before whirling as they sensed a presence behind them. "Megatron you idiot! You brought us to the wrong planet! We stole this disc for nothing!" She shouted, flinging the disc into the shadows, where it clanked on the floor.

"I'm sorry…what did you call me?" Asked Megatron as he stepped out of the shadows, revealing that he had taken on the form of a large Tyrannosaurus Rex with light purple skin, a dark green crest running form the base of his skull down to his tail, and red eyes with yellow pupils. He approached the female raptor, who merely glared as she stood her ground.

"You heard," she said in her gravelly voice. "You have failed as our leader by not destroying the Maximals when you had the chance, by not even being able to bring us to the right planet, and by marooning us here with no way to return to Cybertron! You are an incompetent leader, and I will not allow your stupidity to kill us all! Sauria Terrorize!"

With a roar, her body shifted; scales and claws reforming into armor plating and servos. Within seconds, the raptor had been replaced by a femme standing easily six feet tall, who slowly stood from the crouching position she had been in after completing her transformation.

Her legs were long and muscular in appearance, with her bronze colored pedes having three curved claws on the front of each one, and a fourth claw sticking out of her heels. Her calves were bronze in color, with metallic ribs encasing each calf like protective armor. She had silver knee guards protecting the joints where her calves met thighs, with the thighs being metallic silver in color with a bronze stripe running along the front center of each thigh, and two rib like structures covering the outer parts of her thighs.

Her arms were muscular, not overly so, but there was enough definition to see that she was built for strength and combat. However, her arms were covered in the same scaly pattern as her beast form was, with the outer parts being striped dark brown, and the inner parts a lighter tan shade. Her servos had the similar three fingers and thumb design of most of the other robots, but each digit ended in a claw, making them far more intimidating. Both of her shoulders also had a bronze pauldron covering each of them for added protection.

Her upper torso was covered by a breastplate that was patterned in the same brown and tan striping as her beast form, but stopped above her midriff, which revealed her metallic blue protoform underneath her armor. Two more ribs encircled her bare midriff on either side, with her waist narrowing a bit before flaring out to her hips, with her pelvis being covered in bronze armor plating.

Her face plate and neck were the same metallic blue as her midriff, with a somewhat angular mouth filled with sharp teeth, and a small angled nose. Her red optics burned with the fierceness of a warrior, with two smaller, pupils that were colored light red. Her helm was bronze in color with two cheek guards, and she had a pair of fins sweeping up and back along the sides of her helm. (2)

She growled as she drew a sword from the subspace storage on her back. The blade seemed to be made of a series of narrow triangular darts sitting one on top of each other, each rotating, with the hilt being a simple grip with a circular guard. "I challenge you to one on one combat Megatron, for leadership of the Predacons!"

Megatron just let out a weary side and turned, as if walking away from her. "Ahhh, you're so impulsive Sauria. A brave and ferocious warrior, but so misguided."

Sauria growled as she took a step forward, gripping her sword tighter as her optics took on a greenish glow. "Do you accept my challenge or are you a coward!?"

"Well, there's more to being a leader then just bravery, my treacherous lieutenant. Why there's cleverness and cunning as well. Isn't that right…Scorponok?" he asked, stepping to one side to reveal the scorpion, who had also transformed.

Scorponok was shorter and stockier then Sauria, with his frame being almost completely grey. His calves had a gold protrusion running up to the knee on each of them, with his servos being replaced by the claws of his beast form, and the stinger rising up over his head off his back. He had a single golden visor for an optic, with a dome shaped helm with a sweeping tail section and a pair of prongs coming off the ears and jutting forward to either side of his mouth. A gold protrusion ran from the center of his forehead on his helm back along the center top of his helm.

Sauria's optics widened in surprise as Scorponok clacked the pincer on his right servo, opening it to reveal a pair of rockets that he fired. The rockets smashed into the surprised femme's chest, carrying her off into the distance and out of sight, as the other three Predacons watched her disappear.

"A loser," Megatron mused, before scoffing. "It doesn't matter what planet we're on! We came searching for Energon, and this planet is rich with it! Enough to allow the Predacon's to conquer the entire galaxy! Yes. But the Maixmals present an obstacle, one that must be dealt with." He turned to his remaining followers. "Spread out and find them. And when you do, annihilate them," he growled out.

The four Predacons quickly split up, rushing off to do their master's will, as Megatron smirked. Soon, his plans would be complete, and he would rule over Cybertron, and then the galaxy itself! He turned, moving back into the ship and picking up the golden disc in his mouth, before depositing it into one of his hands. "And you, my little trinket, will be the key to it all," he said, laughing as he re-entered the ship.

_The Axalon_

Optimus stood outside his ship, slowly scanning the horizon as Rhinox and Lycanok sat behind him in beast forms, studying a damaged piece of hardware. One of the bow elevators was lowering form the ship, with Rattrap grunting as he balanced a burnt, twisted piece of metal in his front paws, before tossing it to the side as the elevator. "Man! All dis trouble fer a slagging piece of gold," he complained, turning to Optimus.

Optimus's eyes, which had altered to allow for telescopic vision, returned to their normal brown. "It was one of the most sacred and well guarded relics on Cybertron, Rattrap. It was rumored to lead to a major source of Energon. That's why Megatron stole it," he said, turning to look at Rattrap.

The giant rat just sneered. "Like dat's my problem," he said, leaning against one of the beams of the elevator. "We're supposed ta be explorers. Being intergalactic police wasn't nowhere in my job description, ya know what I'm sayin'? You sure yer cut out for this commander's gig?" He asked.

Optimus quietly shook his head. "We can't let Megatron get his hands on any Energon Rattrap. If he gets enough of it, the Predacons could start a whole new Great War. We can't let that happen," he said, clenching one fist, before speaking in a lighter tone. "Besides, here we are on an unknown world full of mystery. What more do you want?"

"Well call me picky but a workin' spacecraft and no Preds might be nice," Rattrap said, causing Lycanok to chuckle dryly, and Optimus to sigh.

"There's just no pleasing some people," the Maximal leader said, only to turn as the other elevator lowered and Cheetor hopped of it before it could touch the ground.

The excited youngster stopped when he saw two blurs in the distance. "Hey, look!"

In the distance, they could see a pair of cheetah running across the savannah at high speed, making Optimus nod appreciatively. "They're fast alright. You chose a good form,"

Cheetor grinned at him. "You think that's fast? Wait till you see the golden rocket! Watch this!" He shouted, launching himself forward and quickly accelerating away.

Optimus cursed as he called out. "Cheetor, wait!" He shouted, only to see the young cheetah Maximal ignore him and keep running. He tapped his chest, activating his communicator. "Cheetor, get back to base! We don't have time to waste on games! Cheetor, please respond."

All that could be heard was static, as Rhinox looked up. "Don't bother. With all the Energon interference, the com-links ain't worth scrap beyond a hundred meters."

Optimus groaned softly. "Well that's just Prime," he said, as Lycanok slowly stood.

"I'll try to get him back," he said, before rushing off after Cheetor. His wolf form wasn't nearly as fast as Cheetor's beast form, but he was faster than any of the others.

Rattrap waddled over next to Optimus, looking up at him. "So, dis yer first day on the job?" He asked innocently, only for Optimus to glare at him.

"Shut up Rattrap," he said, only for the rat Maximal to stand on his hind legs.

"Oh yes sir! Ya know, I feel so much better knowin' our lives are in yer capable hands," Rattrap said, before looking at Lycanok's distant form. "We're all gunna die."

Cheetor meanwhile grinned as he drew level with the two racing cheetah's, who glanced at him. He just grinned in response. "Rroooowwrrr! The name's Cheetor! What's shakin'?" He asked.

The two cheetah's hissed in surprise and accelerated away, startled by this strange creature. It looked like them, but it smelled wrong, and it made strange noises, making them fearful of it.

An equally startled Cheetor skidded to a stop, blinking as he pointed to himself with a paw. "Hey, what's wrong?! Is it my breath?! Hey wait!" He called out, racing after them and leaping over a pile of rocks. Ahead, he saw the two cheetahs nearing a tree, only to stop and start growling and hissing at something.

A giant wasp slowly rose above the tree, before stopping and hovering as it stared at the two cheetah growling and slashing the air at it, before they rushed off as Cheetor approach. "Hey wait, it's just a big bug!" He called, before sighing, only to blink. "The way those two were acting, that's not a normal bug…and that means…a robot in disguise!" he shouted in realization, before leaping forward. "Cheetor, Maximize!"

With a growl, Cheetor flipped in mid air, his body shifting from beast to robot form, before he landed on his now golden colored pedes. His lower calves were a light metallic blue in color on the front with two small golden spikes near the ankles, and were golden on the back part of his calves. His thighs though were yellow with black spots, like his beast form's fur. His arms and servos were both golden except at the elbow and shoulder joints, which were the same light metallic blue as his calves. He also had a pair of arm guards over his forearms that appeared to be made out of parts of his beast form, as they were yellow with black spots. His beast form's shoulders now formed a type of back guard for his shoulders, with the beast form's front legs and paws folded against his back. The head now formed a chest plate over his torso, while his pelvis was a flat, light metallic blue panel. Lastly was his face plate and helm, which still were the same as they were before he had taken on his cheetah beast form, except now he had a couple fangs in his mouth, while tiny spots freckled his face plate under his optics.

In one hand he held a large blaster that was yellow and spotted like his beast form was along the underside of the main body, with a light metallic blue grip and trigger, and a golden barrel. It was this weapon he now pointed at the large wasp, growling. "Time for this cat to pounce!" he shouted, gripping the weapon with both hands and firing several white energy blasts.

The wasp quickly began dodging the blasts, buzzing angrily as they exploded around it. "Bbzzz, Wazpinator under attack! Wazpinator engage enemy! Wazpinator Terrorize!" It shouted in a buzzing, insect like voice, before it's body shifted, revealing the Predacon within.

The now named Waspinator was the same color green as his beast form, and had almost flat, triangular pedes. His calves with thick and columnish in shape with four overlapping gold crescent shapes running up from his ankles to mid calf, and a pair of protrusions sticking up over his knee joints. The outer parts of his thighs had the same black and yellow stripe pattern as his beast's form abdomen, which was now slimmer and stuck off of the rear of his chassis like a tail. The inner parts of his thighs were leaner and narrower, and were green and brown. His arms were almost completely green as well, with some gold trim, and the now greatly shortened versions of his beast form's legs sticking off of his forearms. His chest was almost completely dominated by his beast form's head, which served as a breast plate, while his beast form's wings were attached to his shoulders, allowing him to still fly and hover in the air. His helm and face plate were one solid unit, with the faceplate being dominated by a pair of large compound eyes, and a pair of fanged mandibles that were part of his mouth. He also had a pair of small yellow and black stripped antennae that were slicked across the top of his helm, starting from the center of his forehead.

In one hand he held small black and yellow stripped pistol with a barbed missile loaded, which he proceeded to fire rapidly at Cheetor, the barbed projectile reloading rapidly after each shot. Cheetor growled and leapt to one side to avoid the missiles, which exploded as they hit the ground, leaving small craters.

Not that far off, Lycanok paused as he heard the explosions and looked up, to see the energy blasts and missiles detonations ahead. Growling, he lunged forward, pushing himself to his beast form's maximum speed.

Back at the Axalon, they could also see the explosions. Rattrap's black eyes widened in realization as he said a quiet 'uh-oh', before he was suddenly yanked off his feet, the ground moving beneath him. He looked up to see Optimus gripping him around his neck while riding Rhinox, before Optimus placed him behind him on the rhino's massive back.

Back at the battle, Cheetor rolled on the ground, bring his rifle to bear on Waspinator and firing three rounds, as Waspinator barrel rolled, firing purplish-pink lasers from his eyes, followed by several more missiles from his pistol. Cheetor growled as he back flipped back onto his feet before turning and running, with Waspinator in pursuit. Cheetor's optics desperately scanned for cover, only for his eyes to land on a black wolf on a rise up ahead.

Lycanok growled as he watched the Predacon flier pursue Cheetor, and knew he had to give the young scout some cover. "Alright, my turn," he said. "Lycanok, Maximize!"

With a howl, his body shifted into his robotic form. He shot up on his hind legs, which reconfigured into his robot form's legs, the calves now being covered by shin guards made of black fur, with his pedes having three dull claws on the front of them, while his thighs now were metallic gray in color. His beast form's chest had folded back with his front paws now crossed on his back, much like Cheetor's had done when he transformed, while his wolf's head now formed his own chest plate. His mouth had also altered slightly, as he now had a two pairs of sharp canine teeth, which he bared as he reached over his shoulder, pulling out a weapon form his sub-space storage unit on his back.

The weapon in question was sleek, about three feet in length from its barrel to its shoulder stock, and was a grayish black in color with red trim. The top of the weapon was curved a bit, gently rising up from the rear to its peak at the center, before dipping down towards the barrel, while the underside of the weapon was straight, with a grooved section closer to the barrel for the operator to grip and steady the weapon while firing. Lycanok brought the butt of the stock up to his left shoulder, gripping the handle and trigger with his left hand and the forward grip in his right as he knelt down and started firing. (3)

Waspinator buzzed in surprise as a burst of energy blasts shot by him, quickly dodging as another burst ripped through the space where he had been. Cheetor looked up as Lycanok waved to him. "Keep moving! I've got ya covered!" Lycanok shouted, going back to firing his assault rifle at Waspinator and giving the young Maximal scout the cover he needed. The insect Predacon buzzed in annoyance as he activated his comlink while dodging more blasts from Lycanok's assault rifle. "Wazpinator to Predaconz! In need of azziztance!"

Meanwhile, the trio of Maximals were rushing to join their comrades. Rattrap's eyes widened as he saw a large line of rocks and boulders blocking their path. "Hey heads up! Roadblock!" He shouted.

Optimus glanced towards the left, his scanners already giving him data on the layout of the area. "There's a clearing about a hundred meters to the left! Head that way!" He shouted.

Rhinox just rumbled as he ran. "No time," he said, lowering his head. Rattrap whimpered and hunched behind Optimus, who closed his eyes and threw one hand up. There was a roar from Rhinox, who threw his head up and blasted his way through the rocks in front of them, clearing a path as debris went flying.

Optimus lowered his hand, before weakly chuckling. "Ah, forgot about that," he said softly.

Cheetor grunted as he struggled up the rise to try and reached Lycanok, who had moved behind a boulder, popping up over the top to fire at Waspinator. Said Predacon flier was still firing at Cheetor, and as the young scout neared the top, a missile exploded almost at his feet, causing Cheetor to yowl in surprise as he flipped through the air, finding himself falling into a small valley between the rise and a second one. He scrambled behind a large rock as Lycanok slid down the valley and vaulted over the same rock. The wolf Maximal found the young scout grunting as he tried cocking his rifle. "Ughhh, lousy time for a quasar jam," he grunted.

"Stay down kid, I got this," Lycanok said, popping up and firing at Waspinator, preventing him from overflying them.

"Cheetor, Lycanok!" Called Optimus form above them. The pair glanced up to see their crew mates standing on the rise behind them. "You two stay in cover! We'll take care of the Predacon!"

"Oh I don't think so, Maximals. Nnoo," spoke a voice all of them recognized as the one that had mocked them before the Darksyde had entered the Transwarp portal. They looked up to see the remaining four Predacons on the opposite ridge, with Megatron having an almost mocking smirk on his T-Rex face. "For I believe you are about to have some…difficulties of your own. Yyyeesss."

Optimus shook his head. "There's no need for violence Megatron. The Maximals and Predacons have been at peace for centuries. Why do you want to start it all up again?"

"Peace?! Peace perhaps for you Maximals, but not for us Predacons. No. We've lived in your shadow for centuries, forced to serve your kind simply because your ancestors defeated ours! We Predacons have no given up our goal for galactic conquest!" Megatron roared, causing Rattrap to take a step back.

Lycanok meanwhile was glancing from their position to where the others were. There wasn't any cover going up the hill, so they'd be completely exposed the entire way. Beside him, he heard Cheetor grunt in satisfaction as he managed to clear the jam in his gun. "Finally," the young scout grunted.

"Okay kid, listen carefully," Lycanok said, only to be interrupted by Megatron's booming voice.

"An enemy who appears peaceful may simply be biding his time, waiting for the right moment…to STRIKE!" He roared.

Cheetor growled, standing up with blaster in hand. "You mean like this?!" He shouted, firing right at Megatron. Unfortunately the jam had caused a fluctuation in the main power core of the blaster, so the energy blast that hit Megatron was weaker than it should have been. Megatron was merely staggered by the blast to his head.

Optimus's eyes widened as he turned to look at his scout in surprise. "Cheetor!"

Lycanok growled, yanking the kid down. "That was a bad move," he grunted, as Cheetor looked a bit sheepish.

Megatron shook off the blow, and chuckled. "Oohhh, such an underhanded sneak attack! I like you pussy cat, yyyeesss. But it has done nothing to help you! No! For now the power gauntlet has been cast! Predacons, Terrorize!"

Optimus, seeing conflict was unavoidable, turned to his two crew members. "Do it, Maximize!"

Next to Megatron, the giant tarantula cackled gleefully. "Tarantulas, Terrorize!" He called out, as his body shifted into his robotic form. He now stood on a pair of thin, yellowish-bronze pedes with very thin light green calves, and thick purple colored thighs. He had a broad, stocky chest that was purple in color, with his pelvis being covered by the head of his beast form. His arms consisted of greenish colored upper arms, to which his beast form's eight legs were connected, and a pair of large purple and yellow striped pincers for his forearms and servos. His helm had a broad forehead with several small golden circles on it, a single gold visor for his optics, and his mouth resembled that of his beast forms, except with fanged teeth lining each side.

The remaining Predacon flier, the pterodactyl, hovered in the air as he shouted "Terrorsaur, Terrorize!" With a shrieking squawk like noise, his body shifted into his robot form as he landed on the ground on a pair of twin horned red pedes with a claw sticking off of each heel. His calves were sleek and crimson in color, with horn like protrusions coming up above his knees, somewhat covering his metallic gray thighs. His forearms were crimson as well, with the main part of his servos being red while the three fingers and thumb were charcoal in color, and a pair of small crimson fins swept off his forearms. His upper arms were metallic gray in color, and had larger crimson fins sweeping off of them. His torso was covered by the back and tail of his beast form, while the torso underneath was metallic gray and charcoal, and had a series of pipes and tubes running down to his metallic gray pelvis. On his back was his beast form's head, while his helm was crimson and had a small thin fin sweeping back along the center-line of it, while his faceplate was dead white with red optics containing lighter red shaded pupils. In one hand he held a small gray and red blaster pistol.

On Megatron's other side, Scorponok clacked his pincers, his red eyes glaring at the Maximals. "Scorponok, Terrorize!" He shouted, his body shifting into his robot form.

Next to him, Megatron growled out "Megatron, Terrorize!" His body shifted into his robot form, which stood at a very imposing height. His pedes and calves were made up entirely of his beast form's massive legs, with the only alteration being a heel that had extended out below his rear heel claws to better stabilize them. His thighs were green and black in color, with what looked like small double barreled launchers of some type being mounted on the outer parts of his thighs, below the hips. His shoulders had pauldrons made from his beast form's back, with the head of his beast form making up his right servo and lower arm. His left arm was slipped into a groove inside his beast form's tail, gripping it like a lancer. The chest of his beast form now formed a protective guard on his back, while his chest was covered by a metallic purple armored breastplate. His helm now also had a pair of dull claw like protrusions on the lower parts of it.

On the Maximal side, the three Maximals still in beast form were also transforming.

With a roar of "Rhinox, Maximize!", the Maximal engineer transformed into his robotic form. Rhinox's calves and pedes were now covered by the column like legs of his beast form's rear legs, with three small spikes lining the outer parts of his calves and a single mechanical toe extended from the front center of each pede. His upper arms and shoulders were also now armored with his beast form's hide, whit the backs of his forearms and servo's had the front legs of his beast form covering them like a gauntlet. His thighs were still metallic green in color, while his beast form's rear now formed an armored skirt around his pelvis and rear. The lower mouth of his beast form's mouth formed a breast plate over his chest with pointed teeth lining it, while the upper part of his beast form's mouth and head formed a protective back guard and half hood.

"Rattrap, Maximize!" Rattrap yelled out, letting out a chittering hiss as his body shifted into robot form. His beast form's entire body simply open and folded onto his back, except for his head which folded down to form a protect breast plate over his chest. His pedes were now gray and had three short claws on each one, while his calves had gray plating running from the front of his knees to his ankles. Otherwise, he seemed mostly unchanged from his original appearance, save for the now sharp incisor teeth now inside his mouth.

"Optimus Primal, Maximize!" With a loud roar, the Maximal leader's body shifted from its gorilla beast form to his robotic one. His legs and lower torso rotated one hundred and eighty degrees as he transformed. His pedes unfolded from inside his calves to replace his gorilla's rear hands, while his calves remained covered in the gorilla's fur. His thighs however had red armor plating on the knees hip joints, with white plating covering the rest of the thigh. His servos and forearms remained unchanged, now covered by the gorilla's fur and fingers. However the section of fur covering his upper arms lifted up, forming a pair of pauldrons that covered his shoulders. His upper arms were mostly white with red trim on the armor plating. The forward part of his beast form's head folded down into his chest, revealing the Cybertronian armor plating that formed his breast plate, while the rear part of his head formed a protective half hood guarding the rear of his helm.

Megatron growled angrily, raising his T-Red. "Now, obliterate them!" He commanded his troops.

At once, every single Predacon opened fire on the Maximals. Megatron was launching a purple laser beam from the mouth of the T-Rex head, with one blast coming dangerously close to hitting Optimus, who returned fire with a pair of cannons mounted under a retractable panel in his right forearm. Tarantulas was using the eight legs from his beast form like machine guns, pelting Rattrap and Rhinox, who dove for cover behind a nearby boulder, Rattrap popping up to fire from his gray and bronze blaster pistol. Optimus was forced into cover behind another boulder as energy blasts form Terrorsaur's pistol and missile blasts from Waspinator's pistol obliterated the ground where he stood.

Down below, Lycanok cursed as he was forced to duck from a missile blast launched at them from Scorponok. He looked to Cheetor, who was also ducking from rock shrapnel as another missile hit their cover, blowing some of it off. "Okay kid, we're going to have to make a run up the hill there. On the count of three, get ready to bolt. Got it?"

Cheetor nodded, as Lycanok peeked over the boulder. "Okay…one…two….THREE!" He shouted, standing up and firing a few bursts at Scorponok and the other Predacons, making them duck for cover. He turned and bolted up the hill, Cheetor on his tail. However, Scorponok had popped up and managed to fire a rocket at the pair. The projectile smashed into the ground between the pair, sending Lycanok flying forward and crashing onto the ridge, with Optimus pulling him behind cover, while Cheetor was blown back behind the boulder they had been hiding behind.

As the young scout shook his head and lifted it, a nearby energy blast caused a section of the boulder, already weakened from Scorponok's earlier missile, to crash down on his leg, trapping him. He grunted and struggled to free it, with no luck. "C-C'mon," he grunted out, struggling to escape.

On the ridge, Optimus turned to Rattrap while Lycanok, having recovered, was popping up over the boulder, firing at the Predacon's. "Rattrap, get to Cheetor! We'll give you cover fire!" He shouted.

A blast smashed into Rhinox and rattrap's boulder, making the rat Maximal cover his head briefly. "You crazy? I ain't goin' out there!"

"That's an order Rattrap!" Optimus yelled out angrily, only for all of them to duck due to another round of fire from the Predacons.

"Oh yeah? Well you can kiss my aft plate, fearless leader. Cuz I ain't goin' out der and gettin' my hide vaped," Rattrap shot back.

Optimus growled angrily, as Lycanok glared at Rattrap, before patting Optimus on the back. "Go. I'll cover you."

The Maximal leader nodded, as both he and Lycanok popped up and fired. Optimus quickly activated a pair of jets hidden in his back, launching himself into the air as Lycanok tried to keep the Predacon's down with suppressing fire, only to be forced to duck as another missile from Scorponok almost took off his head. "Doesn't he ever run out of those slagging things!" He shouted in annoyance.

Megatron looked up at the Maximal leader, and fired a laser blast, which smashed into Optimus' left jet, causing it flame and smoke. Rhinox's eyes widened in horror at that. "Optimus!" He called out.

"See! Told ya!" Rattrap yelled out, taking a quick shot at the Pred's, only to be forced back into cover.

Optimus, despite the damage done to his left jet, managed to land near Cheetor, and blasted the rock pinning his leg off. He helped the Maximal scout up, only to force him down as more fire from the Predacon's forced them into cover. Megatron was grinning as he kept firing his laser down at the rapidly shrinking boulder. "Do not let them escape from here!" He commanded his forces.

The Predacon forces intensified their fire both at the pair trapped in the valley, and at the three up on the ridge, forcing them back into cover. AS Rattrap glanced over his shoulder, he yelped as he felt Rhinox's large servo grab him around his neck, lifting him up. "Hey, put me down ya big bulldozer!" He shouted, struggling.

Rhinox just grunted, holding Cheetor's rifle in his other arm. "We need to give them cover fire," he said, as Lycanok nodded to them.

"On my count!" He shouted, steadying himself. He took a deep intake, before nodded. "NOW!"

The three shot up, and with a frightened yell from Rattrap, began unleashing a withering storm of laser and energy blasts on the Predacons.

Terrorsaur squawked in fear, as he and Waspinator narrowly dodged several blasts from Rattrap, as Scorponok and Tarantulas dove to the sides to seek their own cover from Lycanok's assault rifle Megatron grunted in pain as Rhinox managed to shoot him in his armored chestplate with Cheetor's gun, making him stagger back.

With the Predacon's fire stalled, Optimus and Cheetor quickly rushed up the hill. "Everyone fall back!" Optimus shouted, as he and Cheetor rushed past the trio, who slowly backed up while firing, deterring the Predacons.

Megatron growled angrily. "Follow them you fulls! Don't let them-GAAHHH!" He shouted in pain, as his limbs started to convulse while ripples of energy cascaded over the surface of his chassis. His followers were sharing a similar fate, as Waspinator smashed into the ground. "W-Wazpinator c-cannot move!" The insect flier warbled in fear.

"E-Energon buildup!" Megatron grunted out in pain. "C-Convert back into beast forms, quickly!"

Each of the Predacons quickly did so, returning to their beast forms. As they did, the convulsions stopped, and the energy faded away from their chassis. Megatron growled angrily, staring at the distant Maximals. "Get yourselves together! We need to follow them and locate their base, now!" He shouted angrily at his followers, who quickly began to scurry after the quickly retreating Maximals.

_Near the Maximal Base_

Optimus internally growled in annoyance, as he rode on Rhinox's back. It had been about two decacycles since the battle, and they had been forced to circle around a bit, throwing the Predacons off their trail. Now they were headed back to base, with Cheetor bringing up the rear to scan for the Predacons. (4)

The reason for Optimus's annoyance was the rat sitting behind him. The rat he now reached back and grabbed, hauling him forward so he could glare at him. Rattrap squeaked in protest, struggling. "Why is everyone mech-handling me today?!" He shouted, before glaring at Optimus. 'What's got yer servo's so bent?!"

Optimus growled. "Let's get something straight Rattrap, I'm in charge, and when I give an order, I expect you to follow it!" He shouted.

Rattrap glared back at him. "Oh yeah? So I get blasted to scrap cuz yer too chicken to do it yerself?!"

"I would not tell anyone I command to do something I was unwilling to do myself! But Lycanok and I were capable of providing better cover fire. You were not," he said, before flipping Rattrap back behind him onto Rhinox.

Rattrap just groaned as he saw Lycanok raising an eyebrow at him, before clambering back to talk to Optimus. "Well we got out with our sparks intact, didn't we?"

Optimus just sighed softly. "Maybe, but some of us are injured. It'll take time for our robot forms to make internal repairs."

Rattrap winced. "Yeah well…better you den me," he said, making Lycanok and Rhinox roll their eyes.

"Maybe next time you're the one who can get tossed around by Predacon missiles," Lycanok joked, making Rattrap glare at him as Cheetor rushed up to join them.

"I think we gave them the slip Big Bot! Haven't seen any of them on scanners," the scout said.

Optimus nodded. "Maybe, but keep your scanners on full. According to the report, there should have been six Predacons. We only ran into five."

"Well maybe da last one got scrapped when dey crashed," Rattrap said hopefully.

Rhinox slowly shook his head. "That kind of luck we haven't had lately."

"Tell me about it. Look!" Cheetor said, having been looking ahead.

The Maximals had been approaching a natural bridge that connected to the strip of land the bow of their ship was balanced on. Unfortunately, their access to the other side was blocked by a rather angry looking Velociraptor, who stared at them as its tail swayed back and forth.

Optimus hopped off of Rhinox, who tilted his head to look at Optimus. "Should we blast them?" He asked, as all four Maximals prepared to transform.

Optimus held up a hand, shaking his head. "Keep that option open, but hold on. Let's see what they want first," he said, stepping onto the bridge.

The Velociraptor stepped forward, growling, before speaking in a gravelly female voice. "Maximals, my designation is Sauria! I have left the Predacons and have come to challenge you, Optimus Primal, for leadership of the Maximals," she snarled out.

Cheetor's eyes went wide. "D-Did I hear that right? She wants to be the leader?!"

Lycanok whistled softly. "She must have stolen Rattrap's bearings when she came online," he said, making Rattrap glare at him.

Optimus narrowed his eyes at the femme before him. "Why do you want to be leader?"

She just growled at him. "I seek Megatron's destruction, and in order to do that, I need an army of my own. That is why I challenge you now Optimus. A one on one battle, for leadership of the Maximals…to the death."

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><p><strong>EVIL CLIFFHANGER!<strong>

**Hah, sorry for that folks, but this chapter was starting to run long, mostly due to me having to describe everyone's appearances. Thankfully I probably won't have to do that for a bit, so future chapters won't have those long descriptive parts. Besides, this is about where the canon episode ended, so this seemed like a good place to stop.**

**So, second chapter done already. Kinda scary how fast I'm writing these. I don't know if that's because I'm excited to do this fanfic, or if it's because the quality is less then my Naruto fanfics. Guess I'll let you all be the judge.**

**Now I don't know if I mentioned it last time, but I will here: Rattrap's dialogue is supposed to be spelled the way it is. It has to do with the accent of his voice, so spelling the words this way helps you imagine the accent. So that's why some of his dialogue is spelled wrong. However, I may occasionally misspell a word I didn't mean to, so please let me know if you're unsure about something.**

**Thanks again to Kyuubi123, my awesome beta. **

**Till next chapter!**

**1. Fun fact readers. Dinobot's beast form is actually a female. The Velociraptor's seen in Jurassic Park as well as Dinobot's Beast form are actually modeled on the Deinonychus, which has a much more fearsome appearance then the actual Velociraptor. Steven Speilburg simply mixed and matched the two, wanting the fierce name of the Velociraptor with the appearance of the Deinonychus. But anyways, a female Deinonychus was believed to have muted colors for its skin, while males were brightly colored and had crests on their head. So in truth, Dinobot was running around the Beast Wars series with a female beast form. As was Waspinator. XD**

**2. Sorry for the long description folks. Really wanted to describe the differences between Sauria and Dinobot's appearances. Which admittedly aren't that much, but ehhh. ^.^ Also, Sauria is similar in the chest area as Blackarachnia. Not trying to be perverted, just saying.**

**3. So because I'm completely unimaginative when it comes to modern and futuristic weapons, imagine the M7 Lancer/M8 Avenger from the Mass Effect games, except with the barrel of the weapon being located in the gap between the upper and lower portions of the weapon and extending beyond them, rather than the upper part of the weapon.**

**4. Measurements of time for this fanfic will be as follows:  
>A. Cycle=Minutes<br>B. Decacycle=Hours  
>C. Megacycle or SolarCycle=Day<br>D. Stellarcycle=Month or Year**


	3. The Beast Wars

**I'm rather happy that so far, you all seem to be enjoying this fanfic. I'm glad, as I was worried people would dislike it. Hopefully it'll continue to impress.**

**Well now it's time for the next chapter. Hope you all enjoy!**

Disclaimer: I do not own Beast Wars: Transformers. It is the property of Hasbro and Mainframe Entertainment.

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><p><strong>Chapter 3<strong>

**The Beast Wars**

_Last Time on Beast Wars_

_Optimus narrowed his eyes at the femme before him. "Why do you want to be leader?"_

_She just growled at him. "I seek Megatron's destruction, and in order to do that, I need an army of my own. That is why I challenge you now Optimus. A one on one battle, for leadership of the Maximals…to the death._

Optimus Primal's eyes narrowed, as Sauria took a step forward. "Do you accept my challenge, Optimus Primal?" She growled out.

The gorilla Maximal growled softly in annoyance. "I don't want to fight you Sauria," he said, only for her to snarl.

"You do not have a choice, Maximal. No one passes me and returns to your command center until you agree to fight me!" She demanded, her tail swaying in agitation and anger. "Or are you simply a coward?"

Optimus glared a bit at the femme raptor, only to turn his head when he heard Rhinox speak up from behind him. "Don't we get a say in who becomes our leader?" He asked, tossing his large head a bit, only to get smacked by one of Rattrap's paws.

"Heh, let Choppa' face and da boss monkey scrap. Ain't no protomatter off of my tail," he said, while Cheetor jumped forward angrily.

"No way! Hey scale butt! How about ya try on the bad kitty?!" He roared out.

Optimus raised a hand in Cheetor's direction. "Cool your circuits Cheetor, I'll handle this. I wouldn't send somebody to do something I wasn't willing to do myself," he said.

Rattrap scoffed, rolling his eyes. "Oh, NOW he says dat," he said, referring to not a few cycles earlier, when Optimus was reprimanding him for disobeying his orders.

Optimus just groaned in frustration as he turned back to Sauria. "Sauria, this would never work! We're Maximals, and you are a Predacon! We don't handle a change in leadership the same way you do."

"All the more reason for me to lead then. Against the Predacons, you will need a warrior, not a diplomat as a leader," she said, reptilian eyes narrowing in contempt.

"Look, I don't know what happened between you and Megatron, but-," Optimus started, only to be interrupted by a snarl of rage from the femme Predacon standing across from him.

"Megatron will fall as soon as I have your Maximals under my command!" She said angrily, only for Optimus to shake his head.

"We'd be more than happy to let you join us, but you cannot lead!" Optimus said, pointing at her.

Sauria just scoffed. "We shall see, Optimus Primal. But in anticipation of my victory, I've already changed my activation code," she said, causing the Maximals to widen their eyes. "Sauria, MAXIMIZE!"

With an almost shrieking roar, she transformed into her robot form, her blade in her right servo, its segments spinning at varying speeds. However now, in her left servo she carried a roughly triangular shield that appeared to be made from the head of her beast form, only now it was flat and wide, with the eyes near the two upper points of the shield, and the snout forming the lower point. Emblazoned on the shield was the fanged fox head logo of the Maximals. Suddenly the face of the shield, running from top to bottom, split open, revealing a narrow strip from which several spikes jutted out. (1)

Optimus quickly responded in kind. "Optimus Primal, Maximize!" He yelled, transforming into his robot form, though he winced a bit as the shifting of parts caused his damaged section to ache and stretch a bit. Still, he settled himself into a combat stance, drawing out twin curved, almost scimitar like blades as Sauria adopted her own ready stance, bringing her shield up into a defensive stance as she moved her left side forward, her right servo up and pointing her sword at Optimus.

Cheetor growled as he stepped forward. "We gotta do something!" He shouted, only to be blocked by Lycanok, who was still watching Optimus and Sauria. "Lycanok, get out of the way!"

"No Cheetor, interfering isn't going to solve anything," Lycanok said. "This is a challenge of leadership, a duel of honor. Interfering won't solve anything at all," Lycanok said.

"Yeah right. Like a Pred's got any kind of honor," Rattrap scoffed, as the quartet of Maximals watched the fight.

Sauria quickly charged at Optimus, keeping her shield up as if to ram him with it, only for Optimus to duck low and dive under her shield, driving his shoulders and head into her midsection in order to flip her over him. She grunted as she hit the ground and managed to roll to her feet, glaring at Optimus before charging forward again. This time she leapt in the air, roaring as she swung her blade down at him. Optimus crossed his swords to block her blow, but was staggered back by the force of it. Sauria pressed her advantage, spinning her blade around to slash at his face plate, forcing him to lean back to avoid the tip of her blade as it whizzed past. Growling, he pushed forward, swinging his right sword down at her, causing her to raise her shield. Optimus stabbed under her shield with his other blade, but she half jumped-half stepped back, growling in a mixture of both annoyance and enjoyment.

Optimus took a step back, resettling into his stance as Sauria's lips curled back, revealing her pointed teeth. She suddenly lunged, stabbing forward with her blade. Optimus's optics widened before he turned to the side, letting the blade pass him by. Before Sauria could react, he drove the elbow of his left arm into her chin, before spinning and delivering a powerful right hook with his fist and the hilt of his right scimitar, causing her head to snap to one side, her optics spinning. The blow, having disrupted the flow of both power and data to her main CPU, stunned her as she dropped to her knees and fell face first. She was just starting to regain her focus when she felt the cold Cybertronian steel of Optimus's sword at her throat. "I-I still live…finish it," she growled out, trying to look up at him.

Optimus slowly sheathed his left sword as he pulled back his right one and offered her his left hand. "That's not how we Maximal's do things," he said, hoping the fight was over.

Sauria felt anger rise up in her spark at this show of mercy, as her optics began to glow white hot. "Then that will be the first thing I change!" She roared, firing twin blasts of green laser right at Optimus's face plate. Optimus was barely able to lean back, causing the blast to hit his helm rather than his face plate. He roared in pain, staggering back as his left pede hit the edge of the bridge, causing a portion of loose rock there to break and leave said pede dangling in open air. Optimus's optics widened in horror as he flailed his arms, trying to keep his balance even as he began to fall. However, he managed to hook his legs on the edge, keeping him from falling.

The quartet of Maximals could only watch in horror as Sauria slowly stomped to where Optimus hung, standing over him with her sword pointed down at him. All she would have to do is stab down, or kick his legs, and the fight would be over. Optimus just stared up at her, resignation in his optics.

However, Sauria surprised them all by stabbing her sword into the bridge and reaching down. In an impressive display of strength, she grabbed the Maximal leader and flung him up onto the bridge. Optimus grunted as he slowly struggled to his feet. "But…you had won," he said in confusion.

Sauria just snarled softly as she grabbed her sword. "I will not let a slip be what granted me victory, as it would be a victory without honor. I would not have bested you in combat, and thus not earned the right to lead. I prefer an old fashion victory," she said as she suddenly gripped her sword, overcharging it with energy and causing the segments to spin rapidly as she roared out, "by beating my opponent brutally!"

She charged and met Optimus's scimitar with her sword, their blades clashing and causing sparks to fly. The pair became a flurry of slashes, hacks, parries and blocks, with Sauria occasionally bring her shield into to block or even trying to smash Optimus with it. Eventually, the two lock blades, their face plates centimeters apart. Optimus, venting due to exertion and to cool his circuits, grinned. "You know for a Predacon, Sauria, you've got qualities I'd say are Maximal," he grunted out, trying to overpower her.

Sauria just growled out, pushing him back. "And you have proven to be a worthy adversary, Optimus Primal! I shall ensure you are recycled with full honors!"

Optimus grunted, managing to maintain his footing. "Well that's just PRIME!" He roared, pushing her back, only for them to clash again.

Rattrap was whistling in amazement as he watched the two. "Man, dose two really know how ta fight, don't dey?" He asked, as Cheetor nodded, his green eyes wide in amazement. Rhinox glanced at Lycanok, only to see the wolf Maximal sniffing the air, eyes closed. He suddenly started growling, turning his head to the east. "Trouble," he growled out.

Rhinox turned and saw something that made his eyes widen in horror. "Oh no," he said softly.

The reason for Rhinox's fear was due to the fact that standing on a small edge over looking the canyon, and with a full view of the bridge where Optimus and Sauria were fighting, was Megatron and his Predacons.

Megatron chuckled malevolently as he turned to look at his followers. "Well isn't this an interesting spectacle? Optimus and our own traitor Sauria, engaged in an epic duel. Such entertainment that they're putting on for us. Yyyeeessss," he said.

Beside him, Scorponok clacked his pincers together. "Who do you think is gunna win boss?" he asked, looking up to his master. Behind them, Waspinator buzzed his wings eagerly.

"Ooohhh, Wazpinator bet on Optimuz!" He said, only to turn and look as Tarantulas, who was next to him, chuckled evilly while rubbing the tips of his front legs together.

"The winner isn't what interests me," he said, clicking his fangs, making the others shudder. It seemed Tarantulas, in taking his beast form, was starting to become almost cannibalistic.

Megatron just scoffed, still watching the fight. "In truth though, I think the only satisfying conclusion would be if they…both lost. Yeeesss," he said, as his followers all grinned. "Megatron, Terrorize!"

Megatron roared as he transformed into his robot form, his four followers following suite as they now all stood on the ledge in robot form.

Rattrap whined softly. "Oh man! Just what we didn't need! Party crashers!" He said.

"Then let's show them the door!" Lycanok said, as the four Maximals transformed into robot form, bringing up their weapons as the Predacons did the same. However the Predacons had a different target in mind, as they launched a barrage of missiles at Sauria and Optimus, while the Maximals opened fire on their position.

Cheetor's optics widened in horror as he turned towards the fighting pair. "OPTIMUS, LOOK OUT!" He shouted.

Optimus, who had just pushed Sauria away, turned and saw the incoming missiles. "Beast Mode!" He roared, making a decision in the few seconds they had. His body quickly shifted into his beast form, and as a gorilla, he grabbed Sauria and almost seemed to fall off the edge, pulling her with him as the missiles shot over them.

"Optimus no!" Rhinox yelled, even as it was too late. The Maximals rushed to the edge, staring down, only to see nothing.

"W-Where are they?" Cheetor cried out, only for the quartet to look up as they heard someone call out to them.

"If you guys aren't too busy…a little help would be prime!" Optimus called out, dangling from the edge of the stone bridge with one of his hind legs, while grasps Sauria around her ankle. Laser fire and projectiles ripped apart the rocks around Optimus's foot, causing one of his toes to lose its grip.

"Alright people let's move! Rhinox, grab Optimus! Cheetor Rattrap, with me! We'll put down suppressing fire on the Predacons and cover Optimus!" Lycanok shouted.

Rattrap waved his arms. "Oh scrap no! I ain't going out der and-urk!" he was interrupted by Rhinox grabbing him around the neck and lifting him. "Alright, alright," he said weakly, as Rhinox just grinned.

Meanwhile, Megatron was grinning as he kept firing laser blasts from the T-Rex head that served as his right servo. "Yesss, make them fall!" He shouted, only to be forced to seek cover as several rounds slammed into his chassis and the ground around him. The Predacons quickly moved into cover as rattrap, Cheetor, and Lycanok moved onto the bridge, rapidly firing at their positions and forcing them into cover.

Sauria suddenly let out a gasp of pain as her chassis started to spark with bolts of blue energy, and her limbs began to spasm. "T-There Energon b-build up! I-I'm shorting out!" She managed to gasp out.

Optimus grunted, struggling to keep his grip on her while also keeping his grip on the ledge. "H-Hang on! You can't transform in this position!" He said.

"J-Just let me go and save yourself!" She said, grunting in pain. Optimus just let out a weak chuckle, even as the rock his foot was grasping collapsed a bit.

"N-Now where's the honor in letting you die like that?" he said jokingly, only to shudder as now a single toe held the rock due to more of it being blasted away by one of Scorponok's missiles.

Rhinox meanwhile was doing his best to get to them, but he had to move slowly, as Terrorsaur and Waspinator were firing on him and the other Maximals, trying to stop them from getting to Optimus or pinning the other Maximals down. Rattrap just groaned, turning and slapping Rhinox on the back. "JUST GO BIG GREEN!" He yelled.

Optimus shuddered in pain, as Sauria glared at him. "Y-You don't have a choice! The Maximals need you," she gasped out.

"No Maximal…leaves another behind," Optimus said, as the rock finally gave away, and they had barely begun their fall when Rhinox was there, grabbing Optimus's leg.

"Need a lift?" He said dryly, pulling them both up. He quickly placed them on solid rock, and Sauria quickly transformed into her breast form, panting and struggled to get over the spasms and pain she had felt from the Energon overload.

Megatron, watching all this, growled. "This is our opportunity! Yes! Destroy the bridge and take them all out!" He shouted.

As one, the Predacons rose up and began firing at the bridge, attempting to collapse it. The weapons ripped through the stone bridge, blasting large holes into it. Lycanok cursed, throwing up his servos to shield his optics from shrapnel. "This here is a good place not to be right now!" He shouted to the others.

The Maximals turned and began running towards the base, even as the bridge behind them began to collapse. Rattrap, the last one in the group, looked fearfully over his shoulder at the collapsing stone, only to yelp as he felt nothing beneath his pedes. He flailed his arms as he began to fall, only to find Optimus grabbing his arm, causing him to slam into the side of the cliff. The rat Maximal stared past his dangling feet as the rocks smashed into the ground below, causing a cloud of dirt and soil to rise up, before glancing up at Optimus as the Maximal leader slowly pulled him up. Rattrap nearly collapsed face first on the ground, letting out a puff of air.

"Whew…dat was too close," he murmured, only to glance up at Optimus.

"You're welcome," Optimus said, only for Rattrap to scoff as he transformed back into rat form.

"Hey, it's yer job," he said, only for Optimus to roll his eyes and turn away as the other Maximals returned to beast form.

Across the canyon, Megatron roared in rage, slamming the tail covering his left servo and arm into Terrorsaur. "Incompetent fools! You all let them escape!" He yelled angrily.

Scorponok however had been focusing on something else, and suddenly turned, waving one pincer excitedly. "Megatron look! The missiles! They're going to hit that mountain" He shouted, pointing. Megatron looked in the direction he was pointing, as his optics zoomed in on the first barrage of missiles that had narrowly missed Optimus and Sauria. The missiles were flying straight for a massive snow covered mountain in the distance, and within seconds, they slammed into the mountain, causing explosions to rip across the surface of the mountain side facing them. Rock and snow was thrown everywhere, as a sudden blue glow emanated from the mountain.

Megatron was forced to zoom out his optics, which had nearly been blinded by the energy readings from the mountain. As the smoke and debris cleared, the Predacon leader was greeted with the sight of a massive formation of bluish, transparent crystals that thrummed with power.

Megatron's expression turned to joy as he stared at the mountain. "Energon! YES! I knew it! Raw Energon crystals! I knew they were here!" He said, turning to Scorponok, only to groan as he felt the spasms of Energon build up begin. Scorponok began shuddering, his pincers clacking as blue energy cascaded over his chassis. "Q-Quickly, revert to beast mode!" Megatron ordered, doing so himself.

As his followers reverted to beast form, Megatron turned to the mountain. "We must secure that sight and the crystals within for the Predacons!" He shouted, stomping off in the direction of the mountain, with his followers in pursuit.

On the other side of the canyon, Optimus was staring at the mountain in awe and apprehension. "We're lucky," he said. "If those missiles had detonated that much raw Energon, their unstable nature could have caused an explosion big enough to affect us even at his distance."

"Maybe not that lucky," Rhinox murmured, staring across the gorge with Cheetor, whose eyes were narrowed, his optics zooming in on several figures off in the far distance.

"Megatron's on the move! Bearing two-nine-five," he said, watching them. (2)

Next to Optimus, Sauria stared at the massive deposit of Energon. "He's going after the crystal," she murmured. "If he gets his servos on a crystal of that size…no force in the universe would be able to stop him."

"Oh wow, like we didn't know dat already, scale belleh!" Rattrap said, rolling his optics. "Rhinox, just scrap her already."

Rhinox began to stomp forward, lowering his head as Sauria seemed to simply accept her fate, her head bowed. That is until Optimus threw up an arm. "Hold on Rhinox!" He said, causing Rhinox to stop as Optimus turned to Sauria. "Will he send his fliers?" He asked the femme.

"Oh fer booting up cold, yer not gunna trust her are ya? She tried ta scrap ya Optimus!" Rattrap complained, only to be silenced by a glare from Optimus.

"That's my call. Will he?" he said, turning to Sauria, who lifted her head, glancing at him.

"…negative. Neither Terrorsaur nor Waspinator have the necessary skill or equipment to mine a crystal of that size. Tarantulas is the only one of the Megatron's crew who has the ability to harvest it," she said, her voice sounding lower and more throaty now.

"Then we'll need to stop him. Rhinox, I want you to stay here and start work on repairs. The rest of us will go after Megatron," he said, looking to Sauria. "If you'd like to join us?"

Sauria just glanced at him, before looking in the distance. "…I have little choice," she muttered, stomping off. Optimus blinked, before shrugging and following her, with Cheetor and Lycanok soon joining them. Rattrap just stood there, staring and sputtering.

"But she…how…why…I…ugghhh. We're all gunna die," he said to Rhinox, before rushing after the other four. Rhinox just shook his head quietly, heading back to the ship. (3)

With the Predacons, Megatron stomped towards the mountain, his optics fixed on the massive glowing crystals. "So much Energon. With a crystal of that size and power, the Predacons will be invincible! We'll take back Cybertron and rule over the Maximals, before conquering the galaxy! It will soon be ours!" He roared.

At that moment, Terrorsaur, who had been wheeling overhead, squawked as he dove down. "Megatron, the Maximals are following us!" He said, having seen the Maximals set out on the opposite side of the canyon.

Megatron growled in annoyance. "Terrorsaur, scout ahead along their path and find the ideal place to ambush them. Report back to me when you do. Waspinator, keep an eye on them. We will not be denied our victory!" He shouted, forging on.

As night fell, the Maximals continued their own force march, trekking along a narrow path jutting from the side of the mountain they were on. Optimus was in the lead with Cheetor at his side, followed by Lycanok and Sauria, with Rattrap in the rear, who had said he 'didn't want no stinkin Pred where he couldn't see em'.

Lycanok glanced at Sauria, who had been silent the entire trip. He could see though that her whole frame was tense, so finally, he spoke. "You should relax. Remaining tense like that will wear your gears, leave you stiff and immobile," he said.

Sauria just glared at him. 'When I want your advice, Maximal, I'll ask for it," she snapped, looking ahead again.

Lycanok just blinked at her. "You do know you're a Maximal now too, right? When you changed your activation codes?"

The femme raptor just snarled. "And I find myself regretting that choice with every nanocycle I spend in your company," she said. "I was a proud Predacon warrior…and now I'm indebted to a Maximal."

"Oohhh. You're not too happy about the fact that Optimus saved your life, are you?" Lycanok asked. Sauria let out a sigh, glancing at the wolf.

"No, I am not. He should have let me fall, so that I might have preserved my honor. Now…I find myself indebted to those I've been raised to believe are my enemies and oppressors. I am not 'happy' about it at all," she growled out.

"Den why in the slaggin heck did yeh change yer activation codes in the first place, yeh crazy femme?" Rattrap said, having been listening to them the entire time.

"That is none of your concern, rodent!" Sauria shot back at him, causing the rat Maximal to just huff in annoyance. Sauria meanwhile growled as she faced forward again, while Lycanok decided to drop it.

Ahead of them, Cheetor glanced up at Optimus. "How ya doing big Bot?" He asked, worried. Optimus had after all taken damage in their first fight with the Predacons, and then fought another battle against Sauria.

Optimus smiled at his youngest crew member. "I'm feeling fine Cheetor. I believe my internal repairs are complete," he said.

"That's great Optimus! That means you could fly ahead and beat the Predacons to the crystal!" Cheetor said, as they came to a section where the path widened, but was littered with several stalagmites.

Optimus quietly shook his head. "That's not a good idea Cheetor. It's better if we stick together. Megatron could try to lay a trap for us, and who knows what other surprises this planet may hold?"

"Like that?" Cheetor asked, pointing down over the edge of the path they were on. Optimus stood up, blinking as his optics focused on what Cheetor was pointing to him.

It was a strange formation of what appeared to be carved stone blocks. The blocks were arranged in series of pillars with other blocks being laid out horizontally on top of them, forming a passageway leading to a large circular area. Inside this circular area were four pairs of pillars, each topped by another block. They were arrayed around a large circular platform piled with smooth, spherical rocks into a cone shape

Optimus blinked in surprise, as the others joined them. "Unusual…what do you all make of it?" He asked.

"What does it matter? We have more important things to worry about," Sauria said.

"It matters if we suddenly find ourselves being attacked by the planet's indigenous population," Lycanok reasoned.

"Dose things ain't natural. And I don't like em one bit," Rattrap said nervously.

Optimus was about to comment, when Cheetor growled, his eyes looking up. "Heads up!" He said, as they heard a buzzing noise in the distance.

The group looked up, seeing two approaching specks in the distance, each of them growing larger as they drew nearer. They soon were revealed as Waspinator and Terrorsaur, who stopped and hovered in midair.

"Right where I said they'd be. Let's terrorize!" Terrorsaur said, cackling madly as he and Waspinator transformed into their robot forms and headed in.

The Maximals all quickly transformed, drawing their weapons. "Defensive positions!" Optimus shouted.

"Yeah, what about her?!" Rattrap yelled, his blaster pointed at Sauria, who glared at the rodent. Optimus growled in annoyance.

"She's with us Rattrap!" he said, as rattrap glared at him.

"Tch, yeah right! I ain't buying it just cuz you say so," he said, only for them to be interrupted by energy blasts exploding around them. The Maximals all dove for cover, popping up as they began to open up on the two Predacon fliers. Energy blasts, laser bursts, and assault rifle rounds streaked through the air at the two fliers, while energy blasts and barbed missiles shot down at the Maximals, lighting up the night sky in a deadly fireworks display. Both Predacons managed to successfully navigate the gauntlet of the Maximal's fire, and peeled off. The Maximals were about to fire at their unprotected backs, until Optimus raised a hand.

"Hold your fire! We could cause the ceiling to collapse!" He yelled. Lycanok glanced up at the ceiling, which indeed was trembling, with bits of rocks and stalactites falling down around them.

"Well, that ain't good," he said, while Rattrap stared at Optimus like he was crazy.

"You crossed yer wires Optimus?! Der coming back!" He shouted, pointing at the two fliers, who were coming around for a second pass.

"Don't worry, I'll handle this," he said, as he activated his jets and shot towards the two Predacons. As he did, a pair of launchers unfolded from his back and pointed forward at the two Predacons.

Ahead of him, both Waspinator and Terrorsaur suddenly let out groans as the familiar blue energy of Energon overlord began to cascade over their forms. The closer proximity to the exposed Energon field decreased their effective time in robot form, yet neither flier transformed, knowing they had to try and delay the Maximals for as long as possible. The pair continued to fire at Optimus, who in turn launched a pair of missiles from his launchers. The first missile passed between them, exploding harmlessly behind them. The second missile however, which had been trailing the first, exploded much closer to the two Predacons, sending them both spiraling through the air. Optimus halted in the air, before flying after them.

The two Predacon fliers managed to right themselves, correcting their uncontrolled flights. Now though, they knew they couldn't stay. The Energon build up was becoming too much, so with a nod to each other, they started to head off, flying back towards the location of their brethren.

On the cliff side, Sauria growled as she watched the pair fly across their field of vision. "We should destroy them now, while they are weak!" She shouted, her laser optics charging. She began to track them, firing several laser bursts at them. The fliers simply rolled out of the way of the laser bursts, eventually disappearing around the edge of the mountain.

Unfortunately, Sauria's laser fire did find its mark in the stalactite's dotting the roof of the ledge they were on, destroying or breaking several free. One blast shook loose a large boulder, which began to fall down towards Lycanok and Cheetor. The pair jumped clear of the falling boulder, the young scout grunting as he hit the ground face first while Lycanok landed in a crouch.

Rattrap growled angrily as he turned, facing the much taller femme. "I knew it, ya lousy turncoat! Ya tried ta scrap my pals!" He shouted, jumping on the surprised Sauria and actually managing to drive her to the ground. The back of her helm hit the ground hard, stunning her for a second. Shaking her head, she started to sit up, only to be pushed back down by Rattrap's pede and his blaster pointed at her faceplate. The Maximal spy glared down at her, finger on the trigger. "I knew yeh couldn't be trusted. Once a Pred, always a Pred," he said.

At that moment, Optimus landed. "Stand down RattraP! It was an accident!" He said, approaching the pair.

Rattrap just glared. "Says you!" he shouted angrily, only for Optimus to get into his face.

"That's right, says me! You want to question my orders one more time!" Optimus shouted, poking Rattrap in the chest to emphasis his point.

Rattrap glared at him, before slowly getting off Sauria, looking away. "I don't trust Predacons," he growled out, jabbing his pistol into her helm.

Sauria growled, grabbing his blaster with one servo and pushing it away. She quickly got back to her pedes, rising to her considerable height over rattrap and glaring down at him, with the rat Maximal glaring back up at her.

Optimus shook his head, as the others regrouped with them. "We've got enough problems with Megatron and his followers without turning on each other! We need to stick together if we're going to stop them. Now let's move out!" He shouted, transforming back to his gorilla form.

Lycanok and Cheetor looked at each other, before shrugging and following suit. Rattrap was just about to when he felt a clawed servo grab him by the shoulder. He was forced to look at Sauria, who was glaring at him.

"Touch me like that again, vermin, and I shall do the universe a favor by separating your spark from your chassis," she growled out threateningly, her optics narrowed in rage.

Rattrap shrugged her servo off his shoulder. "Same ta you, bird brain," he snapped, before transforming into his rat form, scurrying after the others. Sauria just growled angrily as she transformed into her beast form and stalked after them.

Meanwhile, further ahead and on the opposite side of the Energon encrusted mountain, the two fliers, now in beast form, landed in front of Megatron. "Megatron, we managed to delay the Maximals, but not by much. The Energon started to overload our circuits before we could really slow them down!" Terrorsaur said.

"I see then…well, it seems perhaps we'll simply have to fight the Maximals for the Energon then. Yyyeesss…this will be a fitting battlefield," he said, as they began to move towards the base of the mountain.

Back at the Axalon, Rhinox sighed as he began reconnecting some torn wires on one of the consoles. He didn't like being left behind like this, but he knew that the sooner they got their base up and running, the better. Besides, he felt better fixing things then destroying them.

Grunting, he slid out from under the console, and tapped a few buttons. With a whir and a few sparks, the console came to life, making Rhinox give a tired grin as the male voice of the computer spoke. "_Main sensor grid online. Local sensors operating at eighty-two percent efficiency. Planetary sensors are operating at twenty-three percent efficiency. Orbital sensors are operating at sixty-nine percent efficiency._"

Rhinox nodded as he tapped a few keys. "Computer, can you lock onto the stasis pods in orbit and give me an analysis of their status?"

"_Stasis pods located. Stasis pods five and seven have malfunctioned, protoforms inside have terminated. Stasis pod two has crashed with orbiting debris, resulting in destruction of pod. All other stasis pods currently are intact,_" the computer reported.

Rhinox let out a soft sigh of relief. NightWing's spark had been transferred to a blank protoform in stasis pod twelve, which was currently intact. He was glad to hear she was safe, for now. Typing in a few commands, he spoke again. "Computer, continue to track all stasis pods, and record all data relevant to them. I want daily updates," he said.

"_Acknowledge_."

With that, Rhinox turned to the next console. "Well…it's a start," he murmured, still surveying all the damage he had to repair. An engineer's job was never done.

_Several Hours later_

Megatron lifted his head, staring up the mountainside at the Energon crystals. He and his followers were roughly half a kilometer from where the Energon was located, and he could feel the thrum of power echoing form the crystals.

"So much Energon," he murmured in awe "I can almost taste and feel its power! Yyyyeesss," he said.

Behind him, Tarantulas was studying what he could see of the crystal. His many eyes widened at the results his scanners were showing. "The concentration of raw Energon is too much! It would destroy our robot forms in less than a cycle. We'll need to stay in beast form in order to harvest it. And with the Maximals coming, we will have to fight them!" he said worriedly.

Megatron scoffed as he turned to look at his tarantula subordinate. "They will have to remain in beast form as well. You all will handle the other Maximals. I shall handle Optimus personally," he said, sinisterly smiling.

On the other side of the mountain, the Maximals struggled up the slope. Despite the Predacon's head start, the Maximals had found that their path was shorter, and they had been able to easily make up lost time.

Now, Optimus reached up, grabbing a ledge and pulling himself up. His optics widened as he found himself staring into a massive amount of raw Energon crystals. Slowly he stood up, examining the area.

He was in an almost narrow valley that seemed to have been carved into the mountain by the explosions of the Predacon missiles. Or perhaps this had been a natural cave at one point. Either way though, it now was open to the sky above, as well as on the side where the missiles had destroyed the rock face of the mountain. The entire area was lined with massive amounts of Energon crystals, which formed in towering spires. The energy of the crystals was so concentrated that you could actually here a faint hum coming off them.

Beside him, Lycanok whistled. "Never seen anything like this before," he said.

"Ultra gear," Cheetor said softly, his optics wide.

At that moment though, a figure emerged onto the narrow plateau at the opposite end from them. Megatron glared at them, before lifting his head and letting out a roar, as his followers joined him, lining up on either side of him. The Maximals tensed, readying themselves for a fight. Megatron meanwhile glared Optimus down.

"You've chased us across the galaxy, Optimus Primal, and now it comes to this. A battle to decide the fate of Cybertron. One fought with tooth and claw. Yyyeeesss. Have you anything to say?" He asked.

Optimus just grinned. "I'd say that's just Prime," he said, before growled. "Let's do it!"

As one the Maximals and Predacons roared, charging towards each other. In a clash of fur, fangs, claws and limbs, the two groups smashed into each other, combatants sending their chosen opponents flying as they rammed into each other.

Optimus growled, shoulder charging Megatron and slamming him back, stunning the charging T-Rex but also being staggered back by the force of Megatron's charge. Megatron tried to focus on Optimus, only to see the Maximal leader roar and deliver a powerful uppercut to his jaw, throwing his head back and dropping the Predacon leader to the floor.

Cheetor meanwhile growled as he jumped into the air, easily catching the hovering Waspinator and driving the insect to the ground. Waspinator let out a buzz of distress, flailing his stick lick legs at the cat Maximal, trying to push him off to no effect. He could maneuver his abdomen to sting the Maximal either, so he leaned forward, managing to clamp his mandibles on Cheetor's front leg paw, causing the Maximal scout to yowl in pain and hop back, limping a bit in pain. Before Waspiantor could get up however, Cheetor pounced a gain, driving his head back down as he bit at the insect's neck.

Sauria growled as she leapt onto Scorponok's back, wanting to pay him back for the surprise missile barrage back when she had been cast out of the Predacon's. She tried clawing through the thick carapace of Scoropnok's back, but her toe claws weren't able to gain any purchase, and she was forced to jump off before Scorponok could sting her with his tail. Hissing at him, she spun, smacking him across the face with her tail and sending him flying, before jumping after him again.

Tarantulas meanwhile lunged at Rattrap, hoping to grab him and sink his poisonous fangs into the Maximal spy, only for Rattrap to leap over him and land on him, grabbing him by said fangs and pulling back, causing the tarantula Predacon to flail his pedipalps and front pair of legs as he tried bucking Rattrap off. The Maximal grimly hung on the whole time.

Terrorsaur meanwhile dived at Lycanok, trying to drive his beak into the Maximal's back or flank, only for the black furred wolf to leap to one side, rebounding off a boulder to smash into Terrorsaur's back. He growled, pinning the pterodactyl Predacon to the ground, brining his glistening, drooling jaws down to where Terrorsaur could see then. The fight almost immediately went out of the Predacon, who lay there limply.

Megatron meanwhile found himself being pinned by Optimus, who was grabbing him in a headlock. He roared, surging to his feet and swinging his head, throwing the gorilla Maximal away. Turning, he leapt at Optimus as the Maximal leader tried to regain his feet, and pinned him down, trying to tear the Maximal's head off. Optimus barely grabbed his jaws in time, slowly forcing them closed as he tried to push Megatron away.

"Surrender Maximal! The Energon is ours!" Megatron managed to speak through his closed jaws, as Optimus grunted in exertion.

"Not while I can still fight!" Optimus grunted, before roaring as he flipped Megatron over him. Megatron was sent flying, and smashed face first into a rock formation, his head now trapped in the rocks. Growling angrily, he placed one leg on the rocks, trying to pull free.

Optimus managed to regain his footing, panting a bit. "You better give up Megatron! You're trapped!" Optimus said.

Megatron roared angrily. "NO! I WILL NOT BE DEFEATED BY A MAXIMAL!" He shouted, before smashing the stone trapping his head apart with a savage sweep of his head. Roaring angrily he charged Optimus, lowering his head and smashing his skull into the Maximal's chest. Optimus grunted in pain, grabbing Megatron's head and hanging on as Megatron kept charging forward.

The Predacon leader roared again as he smashed Optimus into a wall of solid rock, the impact creating a carter in the wall that Optimus was stuck in. Megatron, seizing this opportunity, bit down hard on Optimus's left leg, causing the Maximal leader to roar in pain as the teeth of the T-Rex ripped through fur and skin, exposing the circuitry and robotics beneath. Megatron pulled Optimus by his leg out of the crater, before chomping down again, causing Optimus to yell in pain again as he began to twist and jerk his head, tearing into the mechanical components of Optimus's leg.

Optimus joined his hands together and drove the first into the top of Megatron's head, forcing him to let go of his leg, before driving the fist into the side of Megatron's head, sending him flying. Optimus managed to get to his feet and gabbed Megatron's tail, roaring as he spun around a few times, before releasing Megatron, sending him flying into a wall.

Megatron smashed into the wall, slumping to the ground and laying there, glaring at Optimus. Optimus took a step forward, only to collapse in pain as he gripped his damaged leg. His optics almost rolled into the back of his head from the pain. Finally, he managed to focus on Megatron. "I-It is over now, Megatron!" He said.

Megatron, who had stumbled back to his feet, glared at Optimus with such anger and hatred. In his circuits, something snapped. "It is never over! NO!" He shouted, transforming into his robot form. Almost immediately, Energon began cascading over his chassis, as he glared at Optimus, leaning slightly to one side. "D-Die, Optimus Primal! He roared in mad rage, raising his tail and aiming it at Optimus. With a final roar, he fired a missile form the tip of the tail, collapsing to the ground afterwards.

Optimus's eyes widened, as he crossed his arms in front of his chest and face, to try and shield himself from the missile. However, his actions were unnecessary, as a brown blur moved in front of him. Sauria swung her tail down, smacking the missile and sending it off course. It shot by Optimus, impacting with the stone wall behind him and exploding.

Optimus's optics widened in horror though, as he saw the explosion reveal more raw Energon crystals, which had been damaged by the explosion. Now they shuddered, energy cascading up and down their length, causing a ripple effect as the outburst of energy form the damaged crystals started unraveling the already unstable crystals nearby.

Tarantulas' gasped in horror. "It's a cascade destabilization! Retreat!" He shouted in fear, fleeing with his fellow Predacons not far behind.

Cheetor meanwhile had managed to quickly limp over to Optimus. "Time to fade heroes!" He said, as he and Lycanok managed to get a wounded Optimus up and began retreating, Rattrap and Sauria behind them.

Megatron meanwhile lay in the middle of the plateau, his optics dark as he was seemingly offline. Yet something in his spark, some hatred or obsession or determination, refused to be extinguished. With a sudden roar, his optics flared to life and he surged to his feet, leaping off the plateau with a roar. Just as he did so, the unstable Energon exploded, causing all the other raw Energon crystals to explode as well, completely obliterating the top of the mountain.

Rhinox let out a grunt as he felt the Axalon tremble. "What the scrap!?" He yelled, rushing to the nearest screen and causing it to retract, revealing the viewport behind it. In the distance, he could see the mountain exploding, debris flying from the mountain like rain. He worriedly turned to the scanners, trying to pinpoint if there were any Maximal life signs near where the explosion took place.

Optimus meanwhile slowly removed his arms and hands from shielding his head, as the last of the debris from the mountain rained down around them. He turned to Sauria, who stood next to him. "Thanks for saving my life," he said softly.

"It was not an act of loyalty," she said. "I owed you my life, and I do not like owing anyone anything. We are now even," she said.

Optimus just gave her a wry grin. "I'll take it. Though there's still an open bunk for you on the Axalon, if you want."

Sauria just looked back at the mountain. "…I have nowhere else to go…so I have little choice," she said finally.

"Heh, does it matter now? The Energon's gone, and so's Megatron! Can we go home now?" Rattrap askedwith a grin, only for Optimus to shake his head.

"No Rattrap. For now, we're stranded here with the Predacons. Megatron could be back, and there's still Energon. Until we can defeat the Predacons or get help from Cybertron, we need to stay here and fight them," he said, as Rattrap lowered his head. Optimus turned and looked up at the sky at the two moons. "So for now, let the battle be fought on this strange planet. And let it be known as the Beast Wars!" He roared.

_Axalon, three hours later_

On the crew deck of the Axalon, Lycanok was leading Sauria to one of the empty crew cabins. "Here we are," he said, touching a control at the side of the door. "Just touch the keypad here, and it will read your energy signature. Only you will be able to open the door, well you and anyone who has an emergency override command code," he said.

Sauria slowly stepped forward, placing one digit on the keypad, as it glowed. "_Energy signature recognized. User, Sauria. Cabin 06 now registered as occupied, user Sauria._"

The door slid open, revealing a relatively bare room. The only items within were a berth built into one wall for recharging, and a work table that could be folded up against the wall.

"This is adequate," Sauria said, slowly looking around.

Lycanok just nodded from the doorway. "Optimus wants all hands in the engine room in a decacycle. We're going to see if we can get the main engines back online. In the meantime, you're free to rest and explore the ship. Just try to stay out of secure areas, for now," he said.

Sauria glanced back at him. "You do not trust me," she stated simply, though with narrowed optics.

Lycanok just shrugged quietly. "It is standard protocols. You would do the same if in my position, would you not?"

Sauria just growled softly, turning and facing the far wall. Lycanok sighed, shaking his head. "I do not wish to question your honor and trustworthiness, Sauria. From what I've seen so far, you are an honorable femme and warrior. But the security of this ship and the safety of this crew are my responsibility. And I will do what I must to ensure they're safety."

There were several moments of silence, before Lycanok stepped back. "I'll see you in a decacycle," he said, moving away and causing her door to close.

Sauria quietly drew her sword from her subspace storage space, and quietly knelt, gripping her sword. She dimmer her optics, as she quietly began to meditate. "This is my home, for now," she whispered. "And I swear upon my honor, and my sword, that I will defend it, even with my life."

Meanwhile, back at the destroyed mountain, the Predacons were busy sifting through the rubble around the mountain said. Terrorsaur grunted as he lifted a rock up, only for it to fall and slam onto his pede. He squawked in pain, hopping on his good foot, before groaning in frustration. "This is a waste of time! There's no way Megatron could have survived that explosion!" He shouted.

"Ooohhh, Wazpinator agreez! Megatron zurely iz dead now!" Waspinator buzzed out.

Scorponok glared at the two fliers. "Megatron is alive, and we need to find him! We will not abandon our leader!" He said.

"Heh heh, that's not what you were thinking when the Energon was exploding," Terrorsaur said, only to get smacked in the helm by a rock from the agitated scorpion.

Tarantulas meanwhile was digging through another pile of rocks, when one of them shifted. Blinking, he approached that rock, only for a T-rex head to surge out, clamping around his torso. His yell drew the others, who all gasped as Megatron slowly emerged from the rock pile in his robot form, glaring at Tarantulas in his right servo.

"L-Lord Megatron, you're alive!" Tarantulas said, as Megatron looked at him, then dropped him.

"Of course you fool," he said. "Did you really think I would die so easily? No. I will not die before seeing the Predacons take their place as conquerors of the galaxy!"

"Of course Lord Megatron! We never doubted you!" Scorponok said happily, bowing to the Predacon leader.

Megatron just sneered, stomping past him and turning into his beast form. "Waspinator, Terrorsaur, I want the two of you to begin scouting the sectors around our base immediately. I want to know about any Energon deposits or anomalies what so ever. Scorponok, Tarantulas, you two will begin immediate work on repairing the ship. Focus on the defenses first. We will need them to use against the Maximals," he said.

As his minions rushed off to complete their duties, Megatron glared in the direction of the Maximal base. "You have won this round, Optimus Primal. But rest assured, you will not win the war," he said, before he began to head back to his own base.

The Beast Wars had just begun.

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><p><strong>So, new chapter done…already…I really can't understand how I'm writing these so fast. <strong>

**I hope you all are enjoying this, and will continue to do so in the future. And that this fanfic will continue to entertain in the future as well.**

**Big thanks to my beta, Kyuubi123! The guy's amazing as both a beta and an author. Thank you so much man!**

**Lastly, Merry Christmas to you all! If you celebrate it!**

**1. Sauria's shield here is based on the heater style of shield, with modifications.**

**2. Yeah, correcting this. Bearings generally are only in between 0-359, the number of degrees on a compass. Cheetor however gave them a bearing of 6175, which obviously does not exist. So expect bearings which may be rare, to be listed in such a fashion.**

**3. For those of you wondering why Rhinox isn't going with them, it's simple. This would give the Maximals a numerical advantage, but Rhinox in bot form at this stage is not equipped with a weapon. Optimus instead wants to have Rhinox begin repairing the ship, giving them a tactical advantage over the Predacons, while still keeping a numerical even playing field with the Predacons in the upcoming battle. And Optimus doesn't realize they'll need to fight as beasts later, so that doesn't enter his decision making here.**


	4. A Web of Depravity

**I'm really happy. The reception this fanfic has received, while small, has been great so far. I'm happy that all of you are enjoying it.**

**I'm just hoping I can keep up a mixture of the quality I've got currently with the speed I've been typing these chapters out. I'd hate to think this fanfic becomes like my Naruto and Harry Potter ones, where it takes me upwards of a month to type out a single chapter. I know that's nothing compared to some authors, but I do have so much I wanted to do, so I really do want to try and get to it all if I can.**

**In other news, dracohalo117, a friend of mine, drew a picture of Sauria and posted it to his deviantart account. I'll be posting a link on my profile near the bottom, but you can also ask me for the link and I'll share it via PM's or review replies. Thank you dracohalo117!**

**But enough about that. It's time to move forward! On to the next chapter!**

Disclaimer: I do not own Beast Wars: Transformers. It is the property of Hasbro and Mainframe Entertainment. The only thing I own is my enjoyment from writing this.

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><p><strong>Chapter 4<strong>

**A Web of Depravity**

Within the lower parts of the Axalon, a lone figure stood in the middle of the Axalon's cargo bay/rear hatchway. Sauria's optics were dimmed as she quietly stood there, her sword clenched in her right servo, with her shield on her other arm. Her optics flared back to life as she settled into a combat stance, shifting her right pede back and lowering herself a bit as she raised her shield up in front of her and her sword pointing forward over her shield. After a few tense moments, she let out a grunt as she stabbed forward, taking another step and shoving her shield into her opponent. She spun, slashing the air and bringing her shield around, as if slamming the edge of it into an opponent.

For the next several moments, she continued her intricate dance, blocking and parrying imaginary blows and cutting and stabbing through imaginary foes. She finally ended with a final downward thrust at her 'foe', before slowly settling herself down, venting slightly in exertion. At that moment, a voice alerted her to an unknown audience. "That was quite impressive."

Sauria turned to see Optimus Primal standing next to the entranceway of the cargo bay, his arms crossed. He had evidently been there for some time, watching her. She slowly stored her sword into her storage space and her shield on her back. "Do you require something of me, Primal?" She asked, facing him.

"No actually. I was merely checking over the ship. We're still finding damage from when we crash landed thirty mega cycles ago. I just happened to stumble across you training," he said. "So how are you settling in?"

"I have familiarized myself with the layout of the ship, as well as what systems I've been allowed access to," Sauria said stiffly, standing at attention. "I do have some suggestions for improving our defenses in the event of an attack. I've also taken the liberty of familiarizing myself with the dossiers on you and the other Maximals onboard."

Optimus arched the protomatter over his right optic at that. "And what do you think of your new comrades?" He asked.

"To be honest…I find myself wondering if I have a glitch in my processors," she said plainly. "Out of your entire crew, the only truly professional fighters onboard are yourself and your weapon officer Lycanok. The only other member of your crew with combat experience besides myself is that revolting cheese thief, and even then his combat experience is limited. Against Megatron's forces, we are outmatched in experience since every member of Megatron's crew is a killer."

The Maximal leader slowly shook his head. "You're right that we don't have the combat experience Megatron's forces do. These bots signed up for a mission of exploration, not combat duty. But do not count them out simply because of that Sauria. They are determined, and with the help of you, me, and Lycanok, they can become a fighting force equal or superior to Megatron's."

"I doubt your optimism will be proven correct, Optimus. Never the less, I have agreed to work with you and your crew, and I will do what I can to ensure our survival and victory over Megatron. If you have no further requests of me, I should set out for my scout patrol," she said.

Optimus nodded quietly. As she passed him though, he spoke. "I know you're having a tough time adjusting to your new situation, but you might have an easier time if you relaxed more. You'd be able to integrate yourself better if you weren't so stiff and formal."

Sauria paused for a moment, before speaking. "As you say, commander," she said, before heading off.

Optimus shook his helm quietly, only to look up as his communicator beeped. "Optimus, can you come up to the bridge? I have something I want to share with you," Rhinox's voice echoed through the communicator.

"I'm on my way Rhinox," Optimus said, heading up towards the bridge.

When he arrived, the Maximal leader found the large green engineer huddled over the command table, making final adjustments to a small round metallic disc. Rhinox looked up as Optimus approached. "Optimus, I've been working on a way to improve our communications here on the planet, and I think I've made a breakthrough," he said, holding up the disc. "The Energon radiation is interfering with the low range frequencies of our long range communications. In essence, we can't transmit over long range because the transmissions are being distorted or dissipated before they arrive at their destination. However, utilizing a short wave transmitter, we should be able to bounce signals off the Ionosphere of the planet and back down to another location. I managed to get enough parts to cobble together a single transmitter. We can align the ships communication system to match, and thus allow us to communicate back and forth. If it works."

"Still, any advantage we can get will help," Optimus said. "We should test this right away."

"Test?!" An excited voice echoed down one of the hallways leading to the bridge, before a yellow blur appeared on the table in front of the two robots. Cheetor grinned excitedly at them. "You need something tested, I'm your bot! Whatcha got?" He asked them.

Optimus almost chuckled at Cheetor's enthusiasm. "Rhinox here managed to develop a prototype long range communication device. It should allow us to stay in contact with the ship over greater distances," he said.

"Only if it works," Rhinox reminded softly, preferring to ere on the side of caution.

Cheetor just grinned excitedly. "Cool! Let me see it!" He said, swiping it from Rhinox's hand with one paw, and sniffing it. It sparked and he jerked his head back a bit. "Ultra gear," he murmured.

Optimus chuckled at Cheetor's enthusiasm. "Well if you're so eager to volunteer, I guess I don't have much of a choice," he said, making the young cat bot grin. "But you need to be careful with this. It's very valuable, and we can't make another one."

"I copy Big Bot!" Cheetor said, before looking a bit sheepish. "So how does it work?" He asked, looking at the disc.

Optimus took it back and pressed it against the upper part of Chetor's left foreleg. A band of metal extended outward and around, securing the communicator to Cheetor's leg. "Its voice activated, so all you have to do is speak into the device, and we should hear you," he said, turning and sitting down in the chair of the communication console. The chair spun him to face the console as it moved into position, and Optimus activated the console. "I want you to head out on vector Omega, and check in every ten micro-quads. That should give us an idea of how far this communicator will work. And if you see any Predacons, return to base immediately. We don't need to lose you or that prototype," he said, glancing over his shoulder at the young Maximal.

Cheetor just grinned cockily. "If there are any Preds out there, all they'll see is a blur," he said, before leaping towards one of the elevators with a growl. As the elevator door slid close and he descended, Rhinox slowly shook his head.

"That young bot needs to be careful," he muttered quietly, while Optimus just chuckled.

"He'll be fine old friend. Don't worry about it," he said, as on the screen, a blip representing Cheetor began speeding away from the base.

Elsewhere, the armored grey form of Scorponok and the purple haired form of Tarantulas scuttled past a series of rock formations, with the former leading and muttering to himself. They had been assigned to a long range scout patrol into the lands between the Maximal and Predacon base, to get a better idea of the terrain.

Part way through their scout patrol, however, they had both picked up an artificial energy signature. And now they were drawing closer. Scorponok paused, looking around as his scanners tried to pinpoint visually the location of the signal. "It's nearby," he said, scuttling towards a pile of rocks, before exclaiming as his scanners confirmed the energy source was in front of him. "Under these rocks! Quickly, let's dig it out," he said, as his massive claws began pulling away rocks from whatever the energy source was.

Tarantulas scoffed at the over eager scorpion. "It would be better if I kept look out. We wouldn't want to be surprised by any Maximal patrols, would we?" He sneered, before turning and climbing up onto a rock archway, while Scorponok just kept yanking rocks away from the pile, muttering and grunting the whole time.

Eventually, he managed to uncover a large metallic object, and he sped up his digging, eager to uncover it when he saw the Predacon emblem on part of the tube like device. "It must have come from our ship. Megatron will reward me for retrieving!" he shouted, grasping it and trying to yank it free from the rock pile it was still buried in. The metallic objected budged a few inches, then stopped, still weighted down by rocks. "Gahhh! Blasted rock pile! Scorponok, Terrorize!" The scorpion Predacon shouted, transforming into his robot form. He quickly raised his right claw, clacking it once and revealing the pair of missiles inside, before launching one into the rock pile, blowing the rocks to little pieces.

Cheetor, in the distance, paused in his running as he heard the massive rumble of an explosion off in the distance. His ears twitched in that direction, his audio sensors trying to pick anything else up, before he turned to the comlink on his foreleg. "Cheetor to base, do you copy?"

At the Axalon, Optimus grinned as he leaned in. "Loud and clear Cheetor, and you're over five micro-quads away. Looks like it's working so far," he said, as Rhinox nodded.

Optimus's grinned faded though at Cheetor's next words. "_I just heard what sounded like an explosion in grid Beta. Going to go check it out. I'll contact you in a cycle_," Cheetor said.

"Wait Cheetor! Hold position!" Optimus shouted, but it was too late. The comlink went dead and the blip on the screen began running again.

"Looks like he's going for it," Rhinox said quietly, as Optimus groaned and got up.

"I'm going after him. Keep trying to contact him, and tell him to get out of there!" Optimus said, as he quickly headed to one of the lifts. "And if you can, contact Lycanok or Sauria. They're both out on patrol at the moment. Maybe one of them can try to intercept him."

Rhinox nodded in confirmation, as Optimus descended on the lift. Outside, he activated his jets and shot up into the air, in the direction of Cheetor's last known coordinates.

Meanwhile the Maximal scout was quickly racing across the barren, rocky wasteland, heading in the direction the explosion originated from. As he drew closer, his optics picked up the faint trace of smoke and debris in the air from the explosion, and he slowed, moving at stealthier pace. He slowly approached a rock archway, only to pause as he heard something shifting nearby. He slowly poked his head around the corner, his eyes widening.

Scorponok was waving smoke and debris out of his face with one of his claws, before transforming back into his scorpion form. He latched his claws onto the large metal tube, slowly pulling it out of what was left the rock pile. As he did, it was revealed that the tube was actually a large cannon, obviously a ship mounted weapon.

Cheetor slowly backed up, shaking his head. "Not good. Cheetor, Maximize," he whispered, almost silently transforming into his robot form. He gripped his blaster in his right servo as he raised his left arm up to speak into the communicator. "Cheetor to Optimus, do you read me?"

The voice that responded however wasn't the one he was expecting. "_Optimus is en-route to your position Cheetor. He said you need to return to base immediately_," Rhinox said, praying the young cat bot would do as ordered.

His hopes were dashed at Cheetor's response. "Negative on that Rhinox. I found the source of the explosion. Scorponok just unearthed a mega cannon that must have been torn from their ship during the crash. I need to stop him before he can get it back to their base. Cheetor out," he said, cutting the comlink before Rhinox could respond and started sneaking towards Scorponok.

The scorpion Predacon meanwhile had opened an access panel on the cannon, and seemed to be checking the cannons systems. He let out a satisfied growl at what he was seeing. "Still functioning! Oh Megatron will be so pleased when I bring this back to him," he said, clacking his claws.

"And you'll be slag if you don't freeze, claw head," came a young voice form behind him. Scorponok whirled on his eight legs, finding himself staring at the barrel of Cheetor's blaster rifle. The young Maximal smirked as he kept Scorponok covered with his weapon.

Above, Tarantulas quietly moved into a better position. He had seen the young Maximal sneaking up on Scorponok, and now was taking advantage of the young bot's inexperience and arrogance. Quietly he began emitting a jamming frequency, having noticed the object on cheetah bots' left arm. With that done, he mentally smirked as he readied himself.

Below, Scorponok was frantically looking around for Tarantulas, clacking his claws rapidly to signal him. Cheetor just growled softly, cocking his blaster. "Clicking like that makes me twitchy," he said. "And there's a full plasma charge ready in this beauty," he said.

Scorponok slowly tried to scuttle closer to the cannon, only for Cheetor to wave his blaster slightly. "Uh-uh. Step away from the big boom stick, shell for brains," he said.

As the Predacon quickly did so, Cheetor brought the prototype comlink up to speak into while keeping his optics on Scorponok. "Cheetor to base. I've got things wrapped up here. Tell Optimus to home in on my signal," he said confidently.

That confidence began to dissipate though when the only response was static and a few garbled words. Looking at the device on his arm, Cheetor shook his arm a bit. "Cheetor to base, do you read? Rhinox, respond?!" He said, not getting any response.

As he tried contacting the base, he didn't notice the long black legs slowly peeking over the edge of the rock overhang behind him. But Scorponok did, and slowly began to edge forward. Cheetor immediately turned his attention back to the Predacon. "Uh-uh-uh, you're making me twitch again," he said, his finger starting to squeeze on the trigger. Only for his optics to widen in surprise and horror at the creepy voice that echoed behind him.

"And I'll make you scream!" Tarantulas said, revealing himself dangling over the edge of the overhang as he cackled madly.

Cheetor whirled, rapidly firing his blaster rifle at the other arachnid Predacon, who was already hauling himself back up on top of the overhang.

It was all the distraction Scorponok needed, as he quickly transformed into his robot form, readying his missiles. Cheetor whirled at the sound of shifting gears, only to receive a missile to the chest plate that blasted him back into the rocks behind him as it exploded.

Scorponok smirked as he pumped one claw servo in the air. "Yes!" He shouted, only for Tarantulas to interrupt his celebration.

"You better hurry and get that cannon out of here. Optimus will be here soon, and I doubt he'll appreciate what you've done," the tarantula said from his hiding place, while Scorponok growled in annoying.

"You don't order me around! I am Megatron's second in command! I'll handle Optimus, while you take the cannon to base!" He shouted to the surrounding rocks. When there was no reply, he growled even more angrily. "Answer me! TARANTULAS?!" He shouted.

There again was no reply, but in the distance he could now pick up the sound of rocket jets. His visor like optic widened in horror, and he quickly reverted to beast form, grabbing the cannon in his claws.

High above, Optimus worriedly activated his comlink again. "Cheetor? Cheetor, please respond!" he called worriedly into the comlink. All he received was static, making him shake his helm in worry. "Better switch to scan mode," he murmured to himself, as his optics zoomed in on the ground below. On his HUD, he saw a small box begin ot move across his vision, before eventually locking onto a small area, where a blip appeared.

"_Target confirmed,_" spoke his internal computer. "_Warning, target's power signature is low._"

Optimus's optics widened, as he blasted down towards the blip. "Cheetor!" He called out.

Scorponok was vanishing around a pile of rocks, the cannon in tow, when Optimus landed on the ground. The Maximal leader quickly began looking around, only to stop in horror when he found his crewmate. "CHEETOR!"

The young Maximal law sprawled against some rocks, his helm barely raised, his optics weak and flickering. The reason for his weakened state became glaringly obvious when Optimus glanced at the bot's breastplate. The cheetah head had a massive gaping hole in it, revealing damaged internal circuitry that still sparked, as well as internal fluids leaking form ruptured tubing. Cheetor weakly looked up as Optimus approach. "B-Big…b..ot," he managed to weakly get out, before his head lolled to one side, his optics going offline.

"NO!" Optimus shouted, gathering Cheetor up and quickly blasting into the air. "Hang in there Cheetor!"

The young bot gave no response as he lay in Optimus's arms, as the maximal leader flew back to base at full speed.

Elsewhere, Sauria quietly stood on a small rise, overlooking a valley that was brimming with raw Energon crystals. Her scanners were noting the location of the valley in correlation to the _Axalon's _position, so as to help create a map of Energon deposits for future mining operations.

As she stood there, Sauria quietly reflected on what had transpired over the past several megacycles. Her dismissal and attempted destruction at the hands of her fellow Predacons, her attempt to take over the Maximals, and now her joining them. She did not consider herself one of them, but merely an ally of circumstances. Yet this did not ease the feelings of conflict she was having.

Sauria considered herself part of a minority of Predacon society that viewed things differently than the majority of their brethren. Most Predacons were mostly interested in power and conquest, obtaining what they believed to be theirs through treachery and war. Those who couldn't obtain these things for themselves settled instead for serving someone who could, and thus enjoying the power they were given for loyally serving their master. In her former crew, Sauria could think of two prime examples of these mindsets. The first was Terrorsaur, a sniveling coward who on the surface appeared eager to serve Megatron, but would happily stab Megatron in the back if it meant obtaining leadership and power himself. Scorponok fell into the second category, being less interested in power himself, and instead simply enjoying the power that came from serving Megatron faithfully.

Sauria however was a part of Predacon society that preferred to seek honor and glory on the battlefield. They cared nothing for politics, following instead the path of the warrior and honoring the more militaristic aspect of their ancestors. Her father, after she had come online, had been such a bot and had trained her to be a proud and honorable warrior. When she finally had set out on her own, she had joined the criminal militia forces of Cryotek, a Predacon criminal who was unwilling to follow the slow, subtle plans of the Tripredacus Council, one of the major factions of the Predacon Alliance. She had believed that they would one day rise up against the Maximals, overthrowing their oppression and ushering in a new age for the Predacons.

And yet now here she was, working alongside Maximals AGAINST her Predacon brethren. And this was the source of her conflict. In accordance with what her father had taught her, she had challenged Megatron when it became apparent he was an incompetent leader, to replace him and save both herself, and her comrades. Yet rather than face her in battle, Megatron instead had tricked her, allowing Scorponok to blast her in an obvious attempt to destroy her. Her honor dictated that she needed to seek revenge on Megatron for his actions, hence her reason for seeking out the Maximals.

But now she was going against her honor by serving alongside the Maximals against her fellow Predacons. On the one servo, honor demanded vengeance against Megatron, but on the other servo, serving with her enemies against her Predacon brethren was a dishonorable action. In order to satisfy her honor one way or another, she had to commit a dishonorable act.

Sauria let out a loud roar of frustration, as if to vent her negative emotions from her chassis, before hanging her head down. She stared numbly at the ground for a few moments, before turning away, her scans complete. As she did, her comlink crackled to life.

"_Lycanok to Sauria, do you read?_" The voice of the Maximal wolf bot echoed from her comlink. She sighed, opening her comlink to respond.

"This is Sauria. Speak," she said in a neutral tone.

"_Just got a call from base. Something's happened and they need us back there, ASAP,_" Lycanok's voice said urgently. Sauria's head perked up.

"I'm on my way," she said curtly, deactivating her comlink and rapidly sprinting back towards the Axalon. Perhaps she would see some action soon, and that would allow her to clear her processor.

_Unknown Location_

_Cheetor smirked as he lazily sat on the edge of a building roof, looking over the cityscape of Cybertron. The planet essentially was one massive ball of buildings and technology, populated by Maximals, Predacons, Autobots and Decepticons. Various colored lights lit up the night sky, as drones, fliers, and hover transports filled the skyways._

_He lazily glanced down, seeing in the distance three forms that were out of place on Cybertron. Megatron, Waspinator, and Terrorsaur all growled at him, looking menacingly and evil, as they raised their weapons and rapidly began firing. Their shots all missed though, flying around Cheetor or smashing into the building below him, as he just laughed at their futile efforts. With a casual flick of his right wrist, his weapon flew up into the air, spinning in the night sky before he caught it and fired two rapid shots. With cries of pain, Waspinator and Terrorsaur were blasted back behind Megatron, before exploding, knocking the Predacon leader to the ground and showering with debris from his two subordinates. _

_As he shakily got back to his pedes, Cheetor casually cocked his blaster rifle. "Now it's just you and me, Megajerk," he said. Megatron roared in defiance as Cheetor briefly aimed and fired, the round impacting Megatron's chest and causing him to explode. His helm smashed into the building below Cheetor, blinking stupidly, before falling to the streets below. _

_Cheetor just chuckled softly, shaking his helm in amusement. "They never learn," he said, only to bolt to his pedes as a voice spoke up from behind him._

"_And when will you learn, little cat?" Tarantulas said, his voice echoing from a cylinder protrusion from the nearby building that had a hole blasted in the side of it from the earlier Predacon fire. From the shadows, his nine beast form eyes slowly glowed, as he cackled madly with laughter._

_Cheetor, fear gripping his spark, rapidly fired into the darkness, hoping to destroy the Predacon within. Yet as he finished his volley, and stared at the shadow infested hole, he found his fear triple as the eyes appeared again, and Tarantulas cackled once more in evil delight, before vanishing._

_Cheetor stood there, trembling in fear, only to look up in horror as he heard Scorponok shout from another nearby rooftop. "SCORPONOK, TERRORIZE!"The scorpion Predacon sneered at Cheetor, clacking his claw servos menacingly as the cat bot trembled even more, his whole chassis shaking._

_Just as suddenly, Rattrap appeared in front of him, slashing down with a knife as if cutting something. Cheetor backed up in fear and confusion, not understanding what was happening, as Rattrap disappeared and Scorponok clacked his right servo, revealing his rockets. With an evil laugh he fired at Cheetor, who found himself in beast form and frozen in terror as the missile drew closer and closer. And just as the missile was about to hit him, he bolted up right._

"AAAAAAHHHHHH!" Cheetor screamed, bolting upright from the medical table he had been lying on, only to be shoved back down by a massive green servo. His vents whirling in overdrive, he slowly looked around, disoriented. He could now hear the sounds of welding, before his optics landed on the hulking form of Rhinox standing over him. The welding noise ended, and Rhinox nodded in satisfaction.

"There. All patched up and good as new," he said, smiling down at Cheetor.

A new figured appeared over Rhinox's shoulder, wiggling a clawed digit in one of his ears. "Yeesh, did ya upgrade his voice box? Kid sounds twice as loud," Rattrap murmured in his beast form.

Cheetor slowly looked to his left, where he saw a pair of brown eyes staring down at him. Optimus, in his beast form, slowly helped Cheetor sit up. "Uughhh…hey big bot…what happened?" Cheetor asked drowsily, trying to shake the cobwebs from his processor.

"Eehh, yeh took a Pred missile right ta ya chestplate. Guess yeh ain't da fast kitty yeh dink yeh are," Rattrap said, munching on the core of some organic plant life they found on the planet. (1)

"Unfortunately, the blast also destroyed my prototype comlink," Rhinox said, putting his repair tools away. "And I doubt I'll be able to make another."

"W-Well at least I proved it worked!" Cheetor said defensively, only to be forced to look at Optimus when he placed a hand on Cheetor's shoulder.

"Rhinox said you reported about a Predacon mega cannon?" He asked in a serious tone.

"Y-Yeah, that's right!" Cheetor said, his memory units working again. "It must have been blown off their ship during the crash. Scorponok found it so I snuck in and got the drop on him," he said, his voice taking on a proud tone, until Rattrap scoffed.

"Don't yeh mean yer da one who got dropped?" He asked, shoving the rest of the plant core into his mouth.

"Well Tarantulas was there too! He got behind me and distracted me! When I tried to take him out-," Cheetor said, trying to defend himself, only for Optimus to interrupt.

"Scorponok took advantage of your mistake and shot you," he said angrily, making Cheetor cringe and look down.

"Y-Yeah," he said quietly, looking down.

Optimus shook his head. "Rhinox spent a lot of time and resources building that prototype, resources that we can't spare. You've cost us an advantage," he said sternly.

"But Optimus, I couldn't let him get away with that cannon!" Cheetor said, only for Rattrap to snicker.

"Oh yeah, yeh handle dat REAL well, spots," Rattrap said derisively.

Cheetor, feeling angry and humiliated, growled. "Back off ratface!" He growled, shifting into beast form and getting right into Rattrap's face. "Or else maybe I'll decide to have vermin sandwich for lunch!"

Rattrap flinched a bit when Cheetor got into his face, but he was quickly saved by Optimus grabbing Cheetor by the back of his neck and yanking the cheetah bot up, forcing him to look the Maximal leader in the face. "Cheetor, stand down!" He all but yelled into his scout's face.

Cheetor's ears flattened as Optimus dropped him. "O-Optimus…s-sorry, I just…" he tried to explain, but Optimus didn't give him a chance.

"Sorry doesn't cut it Cheetor! We're in a war for our survival, and the fate of Cybertron! You can't keep treating it like a game. If you had just followed orders, all of this could have been avoided," he said, as Cheetor looked down, his eyes closed. Optimus let out a sigh, looking at Rhinox. "I'm going to head up to the bridge. As soon as Lycanok and Sauria get back, we'll discuss what to do about that mega cannon," he said, turning and moving to leave the room.

Cheetor quietly looked up, hoping maybe to redeem himself. "W-Well I could scout out their base!" He offered hopefully, only to be cowed at the still angry look on Optimus's face.

"You've done enough Cheetor," he said, before turning and leaving, the door closing behind him.

Cheetor sadly looked down, as Rhinox shook his helm. "Optimus is going to want to move fast, before Megatron can get that mega cannon in place. We'll need to be ready for when he wants to move out."

"Yeah, and he'll probably want me at da front," Rattrap said. "Well no danks, partner. Da pussy cat is da one who screwed up. Let him dance into Predacon Headquarters," he said, glaring at Cheetor, who glared back.

"Well at least I'm not afraid to do it," he shot back.

Rattrap just scoffed. "Ya know, dat's why ya screwed up kiddo. Yeh don't have da sense to be afraid!" Otherwise yeh might have hung back for Optimus to arrive!"

Cheetor felt his anger return as he shot up onto all fours. "Oh yeah! Well I'll show you that I can handle this on my own! You and big bot!" Cheetor shouted angrily, before rushing out of the room.

"Cheetor wait!" Rhinox shouted after him, but it was in vain. He sighed, his shoulders slumping. "You shouldn't have pushed him like that."

"What? He needed ta hear that," Rattrap said, as Rhinox turned back to him.

"You know he'll do it. He'll head to the Predacon ship to prove himself to Optimus," Rhinox said, as Rattrap waved one paw dismissively.

"He's just grinding his gears. Even he's not dumb enough ta disobey orders from the great Optimus Primal again," he said, only to wilt a bit under Rhinox's stare. "O-Okay, fine! I'll go after him. If I can catch him," he muttered under his breath, as he set off after Cheetor.

_The Darksyde_

Megatron grinned as he watched his minions work on raising the mega cannon Scorponok retrieved up to a platform constructed around one of the large rock spires that surrounded the Predacon ship. His second in command had made a very fortuitous find, and this weapon would make a powerful advantage in the battle against the Maximals. He chuckled malevolently as he watched Terrorsaur and Scorponok lower it into position, while Waspinator flew up with supplies to set the cannon up.

Another figure watched the cannon from a different vantage point, as Cheetor growled softly, glaring at the cannon and the scorpion Predacon. "I'll need to move fast," he murmured to himself, stealthily dashing forward and over a large flat rock to get a better vantage point. He settled lower to the ground, as if to better hide himself, and continued to watch the trio of Predacons at work. He intended to watch them set it up, to see if there were any blind spots that could be exploited, before going back to tell Optimus about it.

So focused on watching the Predacons ahead of him, Cheetor never noticed the rock he had jumped over slowly start to slide to one side, revealing a sizeable hole. Nor did he see the serrated triangular projectile attach to a metal rope that landed in front of his right hind leg. But he did feel it snag his leg and yank him into the hole before he could let out a cry. He heard that same maniacal laughter that haunted his dream as a pair of fangs bit into his beast forms neck, injecting some type of cyber venom into his body. Slowly, consciousness left him, as all he could see with his fading vision were those malevolent green eyes.

Tarantulas smirked as he grabbed the now unconscious feline and began to drag him away, deprave thoughts running through his processor. Oh yes, this would be most fun indeed.

It would be almost two full decacycles before Cheetor began to stir, groaning as he found himself arising from unconsciousness for the second time that day. His eyes slowly fluttered open as he tried to get his bearings.

He was in a dark cave, filled with many stalagmites and stalactites, some of which had joined to form columns. From the ceiling, he watched as what looked like a small mechanical spider was lowering itself to the floor on a metal strand. He groaned, shifting and trying to move, only to find his limbs were restrained by something. Before he could try to figure out what, he heard that dark chuckling again. Glancing down to his left, he saw Tarantulas in his beast form standing next to a large console. On the screen was an image of Cheetor's beast form with numerous red columns underneath that were shifting up and down.

Tarantulas drew his attention as he spoke. "Welcome," he said, drawing the word out sinisterly.

Cheetor just groaned softly, shaking his head. "Uugghh, you need a maintenance bot and fast," he quipped.

Tarantulas just chuckled as one long leg reached out to the console, pressing down a large triangular button and causing it to light up. As it did, a meter quickly began to fill up.

As it did, Cheetor suddenly groaned out in agony, unable to scream as he felt like his Energon and his very spark were being drained from his body. His body twitched and convulsed in the web, as Tarantulas rubbed his forward legs together, laughing softly.

"You're currently trapped within my stasis web, a somewhat recent invention of mine. It drains the energy from your body without killing the flesh. At its current setting, well…you'd be dead in a matter of moments," he said, before pressing a second button, shaped like an upside down triangle. This time the mater emptied to below halfway, as the sensation mostly disappeared. Cheetor slumped forward, venting heavily as Tarantulas gleefully watched. "I, however, find a slower setting to be much better. It makes the vital fluids of the body taste much richer."

Cheetr just kept venting, staring at Tarantulas in horror. "Y-You are one space happy spider," he groaned out. "Cheetor, Maximize!" He shouted.

However, instead of transforming, he found himself still stuck in beast form, as Tarantulas crawled up onto the web. "I'm afraid the web has rendered your transformation circuits inoperable. Cat you are, and cat you will remain, as the stasis web sucks you dry. And once your energy is gone, I'll enjoy feasting on your body," Tarantulas said, before breaking out into mad, evil laughter that echoed through the cave. (2)

_The Axalon Bridge_

On the main conference table in the center of the bridge, a holographic representation of the _Darksyde_ and the surrounding terrain slowly spun. Optimus, Sauria, and Lycanok all were examining it carefully, before Optimus spoke up. "Sauria, Lycanok. I want your best guess on what Megatron will likely do with that mega cannon," he said.

Lycanok spoke first, as he tapped a few keys, making the hologram highlight a few points on the terrain around the ship. "Well he's not likely to use it as an offensive weapon. He wouldn't have line of sight to fire at us, or the power to get a projectile that far. My guess is he'll put it in place as a defensive weapon, probably at any of these key points. What do you think Sauria?" He asked, glancing at the former Predacon femme.

Sauria growled softly as her optics studied the hologram, before she tapped a couple of keys as well, highlighting two more areas. "Your assessment is the most likely one, but these areas are also accessible, and could very well serve as defensive points as well. However, Megatron is not to be underestimated. With the proper modifications and the right equipment, he could turn the cannon into a mobile siege weapon. One he would not hesitate to utilize against us. I suggest that we quickly ascertain the cannons location and destroy it, before he has such a chance," she said.

Optimus nodded quietly, holding his chin in thought as Rhinox entered the room. Optimus glanced up at Rhinox. "Rhinox, we could use your expertise. And where's Rattrap? I'm going to need him to go on a scouting mission," he said.

Rhinox paused for a moment. "He's uhhh…still talking to Cheetor. Kid took what you said pretty hard," he said, noticing Optimus flinch slightly. Sauria just scoffed, having been informed of Cheetor's mishap when she and Lycanok had arrived.

"The boy should be grateful Optimus merely reprimanded him. If this were a Predacon ship, he would be occupying the CR chamber currently, courtesy of Megatron," she said.

Optimus just sighed, looking at the hologram again. "Rhinox, what would it take for Megatron to be able to convert the mega cannon he recovered into some type of mobile siege weapon?" he asked, pushing them back on topic.

As Rhinox quietly began to compute the requirements of such an endeavor, he quietly prayed Rattrap and Cheetor soon returned.

Rattrap meanwhile was stealthily making his way through the rocky, ashy wasteland that made up the terrain around the Predacon base. His nose was low to the ground, following the Maximal's scent. He paused for a moment, his ears twitching as he thought he heard a noise. He remained perfectly still, silently praying to Primus that it wasn't one of the Predacons.

After a couple of cycles, and not hearing anything, he slowly moved forward again, grumbling. "Man oh man, I must have a glitch in my processers ta be doing dis for that stupid feline," he said, as he resumed following Cheetor's trail.

Eventually, he found himself coming out on top of a hill, with a view of the Predacon base. And more importantly, the platform that housed the currently inactive mega cannon. Rattrap dropped lower to the ground, chittering his teeth. "Da dumb cat better be close by," he murmured, slowly creeping forward. He stopped as the scent trail stopped at a large rock in the ground. "Da heck is goin' on here? His trail stops here?"

He settled his front paws on the rock, sniffing it, only to jump back when the rock shifted forward. "Wait a cycle…someding weird is goin' on," he said, as he began to push the rock, finding that it was sliding away to reveal a hole. "Bingo!" He said, slipping into the hole.

Finding himself in a massive cave, he slowly blinked, letting his optics shift to better acclimate to the lower light level. Eventually, he started making his way through the cave, winding past the stalagmites. Seeing some light ahead, he started to approach.

Cheetor meanwhile was weakly groaning, his eyes locked on the console which showed the bars he now knew represented his energy levels drop further. Next to the console, Tarantulas was grinning, if it were possible for a Tarantula to grin. "Not long now. Heh heh heh," he said cheerfully, as Cheetor coughed.

"T-This is stupid, web fer brains. I got mech fluid in me, not blood," he said weakly. Tarantulas almost seemed to shrug in response.

"Oh my filters will adjust. Besides, I don't care about the nourishment. It's the act I enjoy more," he said.

"Yeh know, you are one sick bug, eight eyes," echoed a voice in the cave. Tarantulas jumped and whirled in the air, landing and facing Rattrap, who was glaring at the arachnid Predacon.

"The rat?! HOW?!" Tarantulas yelled, as rattrap smirked.

"Da one and only. Now how's about yeh let my friend go?" Rattrap asked snarkily.

"You'll die here with him, vermin! Tarantulas, TERRORIZE!" Tarantulas shouted, his form shifting into robot form. Rattrap quickly respond by shifting into robot form as well with a shout of "Rattrap, MAXIMIZE!" Tarantulas quickly drew a small pistol sized blaster, aiming it at Rattrap and firing a missile like projectile at the rat Maximal.

"AW SCRAP!" Rattrap shouted, throwing himself to one side to avoid the missile and drawing his own blaster pistol. Rising to a crouch, he began firing at Tarantulas, who dove for cover by the console controlling the stasis web. Cackling madly, he fired another missile in rattrap's direction, forcing the Maximal spy to duck as the projectile slammed into a stalagmite. The resulting explosion rained small fragments of rock down onto Rattrap, both from the destroyed rock formation and the roof.

Rattrap grunted in frustration, brushing some of the debris off. "Dis ain't how I wanted ta spend my day," he muttered, whirling and firing at Tarantulas again before running to another position.

Cheetor grunted, feeling a renewed sense of hope and energy at the arrival of his comrade. "Better watch it legs, or he'll have you for lunch!" He shouted. Tarantulas simply whirled, his blaster pointed at Cheetor, making the scout gasp in fear, until Tarantulas smirked and pressed the triangular button on the console. The meter filled to full and Cheetor let out an agonized cry as the stasis web began to rapid drain him of his energy.

Tarantulas turned back to the cavern, his optic searching for Rattrap. Seeing no sign, he touched the left side of his helm with his left servo. "Thermo scan," he murmured, and a glowing green visor slid down over his golden visor optic. Immediately his vision changed to infrared, and he began searching for the heat source that would be Rattrap.

He soon spotted a large heat source, and smirking, fired a missile at it. Rattrap let out a pained yelled as the missile slammed into one of the narrow stalagmites he was hiding behind, the concussive blast of the explosion sending him flying while stone debris scratched his armor and protomatter. He crashed to the ground, skidding a bit and groaning. Glancing towards Tarantulas, he saw the new visor in place and grunted. "Slaggin' Preds never play fair," he muttered, getting to his feet behind a new rock formation. He glanced at Cheetor, then the console next to him.

'_I gotta get ta dat console and release Cheetor. If old web head wants to chase some heat, I'll give him some heat,_' he thought, storing his blaster pistol away for a moment and raising his right forearm. The underside of it, made up of silver protomatter, lifted revealing a storage compartment and a small box inside with a red button and two lights. Rattrap grabbed it, glancing over at Tarantulas.

Tarantulas smirked as he slowly advanced, his thermal scanner still active. The moment that rat tried to move he'd see him and blast him. Perhaps he'd feast on his chassis first, in front of the young Maximal. If said feline Maximal was still even online.

He was drawn from his thoughts as a blur of heat shot across his field of vision. He tried to raise his blaster but the blur had disappeared before he could get a shot. Cursing, he moved forward.

Rattrap vented softly, crouching down at the base of a particularly large stalagmite. He quickly placed the small box on a ledge that had formed on the stalagmite, pressing the large red button. The two lights began to flash, as Rattrap smirked, drawing his pistol and quickly moving away.

Tarantulas continued to advance slowly towards where he had last seen Rattrap, smirking as he started to see a large blur of heat on his visor. He slowly snuck up to the side of the stalagmite, ensuring his missile launcher was loaded. Hesitating for one moment, he sprang around the side, blaster ready. His glee turned to confusion as he saw a heat blur, but one that didn't resemble the rat maximal's chassis.

Retracting the visor in confusion, Tarantulas's optiv widened in surprise as he saw the small box on the ledge. That's when he heard the cocking of a pistol behind him.

"Tsk tsk tsk. Fell fer de old hot box trick. I'm disappointed," rattrap said, pistol aimed at Tarantulas.

The arachnid Predacon glared at Rattrap, still gripping his pistol in his servo. The two stared at each other for a few nanocycles, before Tarantulas whirled, hoping to get a shot off. But Rattrap's reflexes were faster as he duck and fired a quick burst at Tarantulas's right leg, right where it met the pelvis.

Tarantulas shrieked in pain as his leg was blown off, falling onto his back as his right servo clenched on his blaster, firing off the missile in it. Said missile slammed up into the roof, blowing apart several stalactites and raining debris down upon him. Several large pieces of rock slammed into his chest plate and helm, and a pointed stalactite nearly missed skewering his body.

On the surface, Scorponok grunted in satisfaction as he connected the last of a series of power couplings to the mega cannon. "There," he said. The cannon was now online in its mount. The weapon had been placed on a swivel mount and had been modified with tracking sensors, to allow it to track targets and follow them, blasting them into oblivion.

His satisfaction was short lived though, as he felt rumbling beneath his feet, as the whole rock formation seemed to shake. "W-what? What's going on?!" He shouted.

Underground, Rattrap had rushed over to the console, glancing at Cheetor, who was barely moving. "Don't die on me now kiddo!" Rattrap yelled, rapidly pressing buttons on the console, trying to deactivate it. The console simply remained as it was, while a female computer voice spoke from the machine. "_Unable to respond. Incorrect energy signature. Only user Tarantulas may access this console._"

"Scrap dat noise!" Rattrap said, rapidly pressing the buttons again. The computer merely repeated its message, soon entering a loop of "_Incorrect Energy Signature_". However Rattrap's frantic button pressing did have one effect. The machine began to spark and glitch, as the meter began to empty then fill, going out of control. Cheetor began to gasp and convulse as the machine flip flopped between rapidly sucking him dry and slowly draining him. Rattrap stared in horror, before drawing his pistol.

"Fine den. Here's my energy signature!" He yelled at the console, blasting it. The machine was sent flying back, falling off the edge of the cliff behind the web and smashing into pieces on the rocks below. Rattrap just laughed as he turned to Cheetor, who was weakly looking up.

Cheetor could only blink weakly as he saw Rattrap draw a small knife. Like in his dream, he saw rattrap slash down, only this time the blade cut through the webbing hold him up. Almost lifelessly he fell forward, right into Rattrap's waiting arms. He slowly looked up, weakly grinning.

"Hey cheese face…what's the good word?" He asked, as rattrap shook his helm.

"Yeh almost ain't worth it kid," Rattrap said, as he started to carry Cheetor away, only to freeze when a third voice drew their attention.

"Game over vermin," Tarantulas said, somehow balancing on a single leg. He raised his pistol up, a fresh missile loaded into it. "May you rush in peace within the INFERNO!" He shouted, firing at them.

Rattrap gasped and quickly jumped away, throwing Cheetor as the pair flew through the air, narrowly escaping the missile as it slammed into the remains of the stasis web and exploded.

The concussive force of that final blast proved too much for the roof of the cavern, which was barely holding together after being assaulted by the concussive force of several missiles, as well as the direct hit which had nearly blown a hole to the surface. The ceiling began to collapse at the spot where Tarantulas's previous missile had hit, cracks spreading for the whole and chunks of rock raining down.

On the surface, Scorponok was knocked off his pedes by a second rumbling, as the whole rock formation shook and swayed. He let out a yells as it started to collapse, the ground underneath collapsing and taking the rock spire with it. With a quick lunge he managed to throw himself clear as the platform smashed into the ground, the mega cannon being thrown clear and into a lava pool nearby, where it proceeded to melt.

Tarantulas roared angrily as the ceiling began to collapse on him, while Rattrap quickly began carrying Cheetor away. The arachnid Predacon was soon pelted by rocks, knocking him off balance as more debris rained down on him, burying him.

Rattrap meanwhile grunted as he dragged Cheetor's body out of the hole he had entered the cavern through, the cat bot weakly trying to help him. When they finally got clear, Rattrap grunted as he picked Cheetor up again. "Yeh better go on a diet after this kid!" He said as he started to carry Cheetor away.

Back in the cavern, Tarantulas groaned as he managed to claw his way out of the rock pile. Looking around the ruin of what had been his cave, he growled angrily. "I hate that rodent," he said, before he was knocked offline by a rock to his helm.

_The Axlaon, that night_

Rattrap and Cheetor quietly walked towards the bridge of the Axalon, where the four other Maximals of their team were gathered. Cheetor's head lowered a bit when he saw Optimus, feeling even more guilty over screwing up again. He was about to speak when Rattrap beat him to the bunch. "Yo fearless leader! What's da buzz?" He asked.

Optimus turned to them, annoyance on his face. "Where have you two been? I needed you for a scout patrol Rattrap," Optimus said.

The rat Maximal just chuckled nervously. "Just messin' around. Spots here needed some activity ta clear his head. Yeh was kinda rough on him earlier," Rattrap said.

Optimus glanced at Cheetor, who's head was still lowered. Sighing, he nodded quietly. "I understand. Cheetor…I'm sorry about being so harsh with you earlier. Everyone messes up every now and den," he said, as Sauria just scoffed and turned away.

Cheetor quickly raised his head. "No, you were right big bot. I messed up. This is a war, not a game. I promise I'll do better, and be a team player."

Optimus blinked, but smiled. "I'm glad to hear it. You two get some rest then. I'll need you both for a scout patrol tomorrow morning."

The two Maximals nodded and turned to leave, as Optimus turned back to the table. After walking a few meters down the hallway, Cheetor stopped. "Hey umm…t-thanks for not telling him about-," he started to say, only for Rattrap to round on him angrily.

"Save it tuna breath. If I had said anything about yer play date with insect breath, he'd chew my pink tail out too. And one more ding. If you evah pull a stunt like dis again, I'll personally reaarange yeh spots after feeding yah yer own tail. Got it?!"

As Cheetor nodded, Rattrap let out a frustrated sigh. "Good. Now get out of my way. I got garbage ta munch," he said, waddling off down the hall.

Cheetor watched Rattrap head down the hall and around a corner, before smiling. "And…thanks for saving my life, pal," he said quietly.

Around the corner, Rattrap sighed. "Slaggin' kid," he muttered, heading off to his quarters.

* * *

><p><strong>And chapter!<strong>

**Not a lot to say here, beyond I hope you all enjoyed the chapter. Not exactly anything new, beyond some better understanding of Sauria's character. At least I hope it gives a better understanding. **

**Thanks again to my awesome beta Kyuubi123, for his work on betaing this fanfic!**

**And again, check out my profile for a link to a rough sketch of Sauria. Thanks again dracohalo117!**

**Till next time readers!**

**1. I always did wonder why in the heck Rattrap was munching on an apple. **

**2. Anyone else notice Tarantulas liked to laugh a lot in the series? XD**


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